A New Adventure
by levelxtremedude
Summary: What would happen if you found yourself in the body of your favorite superhero? If you could do anything you wanted with their powers what would you do? For one the life of Peter Parker is about to get very interesting...(Elements from comics, tv shows, video games and a bit of MCU)
1. Chapter 1

**Chapter 1: Bitten Four Ways**

 _Greetings. I am the Watcher._

 _My sworn task is to observe and chronicle great events of the universe – since the time of creation towards now, in the present day of modern society. My curse is to always witness and never participate. I must be true to this duty even on the brink of Armageddon._

 _I have watched the rise and fall of civilizations, of galaxies; even the mightiest of nations. I have often pondered the events that may have transpired if I had strictly followed the law of my brethren. Join me now as I witness a spectacular event that is about to take place in the life of Peter Parker – otherwise known as the Amazing Spider-Man._

 _You've known his story; young Peter bitten by a radioactive spider, granting him powers beyond belief, to the great tragedy of losing his Uncle, to facing foes deadlier than any hero has faced on earth, to participating in the event of the Spider-verse._

 _Now, what if a person outside of the Marvel reality suddenly awoke to find themselves in the body of fifteen-year-old Peter? How will life change for the young hero who already knows about future events that will fall upon the young Peter Parker?_

\- _Uatu the Watcher_

 _ **Everything is white, but not before eight webs appear.**_

 _ **Though only seven are circled around one in the middle, with a web line from each connecting to it. Two seem to weaken, about to come off. A figure of a bird emerges from one of them, consuming everything in sight. The dreamer, too, is consumed, screaming in pain as a fire washes over them.**_

A sudden jolt in bed and the boy wakes up, covered in sweat.

Carefully he scans the room, finding himself at a loss for words.

Everything is blurry. He pats around until he finds something circular. With better vision the room is dimly lit, enough to see various shelves filled with books. On top of the stand is an antenna TV, next to it beakers, alongside with chemical vases. So it appears that the person likes science. Looking back, he finds another shelf filled with books and next to the bed a small lamppost with an alarm clock that reads 5:58 AM. He looks at his hands; the hands of a boy instead of a man.

"What the heck ..."

He throws off the covers and stands on the hard wood floor, shuddering from the cold contact. He finds a mirror and sees the face of a boy – no, a teenager – staring back, standing about five-five, wearing a nothing but a t-shirt and a pair of heart-designed boxers. Brown eyes blink at him beneath a shock of hair, messy thanks to the bed yet well-kept. The body is scrawny, no muscle whatsoever, with the young face stuck between losing baby fat and becoming a chiseled jawline. The unmistakable face of someone he sees frequently, residing in the pages of one of his favorite comics.

"What the …," he mutters. "This has got to be a dream." He pinches himself as hard as he can. In the mirror, the image of Peter Parker does the same. "Ow! This is some messed up dream. What in the freaking world is going on? I'm Peter Benjamin Parker!"

Looking back, Peter's eyes – _his_ _eyes_ – twitch with glee. _I may have been big in my old life, but this guy is skin and bones. If this_ is _a dream, now is the time to start over. This kid definitely needs to work out. No wonder Flash picks on Peter; it must be horrendous not being able to fight back. I've definitely got my work cut out for me._

He talks to his reflection as the realization sinks in, voicing what he knows about the fictional hero. "I'm Peter Parker. I'm the Amazing Spider-Man. Bitten by the spider which gives him abs in one night, due to the chemical reaction of the radiation affecting his body. Not to mention the fights he has been in, with several of his greatest enemies ... Green Goblin, Venom, Doc Ock. They would be great workouts, but that would be in the future." He glances at the clock. "Right now, it's probably time for high school ... again." He sighs. "If I must relive the high school years, so be it, but I'm getting this guy away from the nerd. Well, I'll still be a nerd; a cool one with a fashion sen–"

"Peter, who are you talking to?"

 _Crap._

Quickly, he turns to see the door opening.

A middle-aged woman steps in, with light blond hair streaked with grey, that almost looks like she'd dyed it. Physically fine for a woman her age, probably in her thirties, she wears a pink robe with matching slippers. She looks questioningly at the boy. 'Peter' knew her already.

"Um, just thinking out loud," he says.

A brow rises on her amused face. "Really? Are you sure? Because you don't sound sure."

"Umm ..." _Think fast._ "Did I ever tell you that you look very fine this morning, Aunt May? You look like you got a good night's rest. You are stunningly beautiful this morning."

He glimpses a smaller, chubbier version of himself in the corner of the room. Surprisingly, this doesn't surprise him, even when he hears the chibi speak in his mind. _Yeah, good luck fooling her. Nothing gets past Aunt May_.

The older woman chuckles, pulling her nephew into a hug. Hesitant at first, soon enough he tightens his embrace around her as she says, "Nice try, kiddo, but flattery won't get you nowhere."

"Drat. Here I thought I was going to woo you over into forgetting what you asked," 'Peter' says, chuckling. _This woman is a complete stranger to me, despite the fact I was in my teens, growing up reading the comics._

Giving him a kiss on the cheek, she pats his back. "Anyway, what are you doing up so early?"

"I don't know. Just woke up … from a dream. Uh, what time is it again?"

"Six in the morning," she says. "Your uncle is driving you to school in two hours. I'm going to make breakfast." As she walks out, she says, "And don't be so tense when you hug next time."

"Right."

'Peter' closes the door and places his head against it.

"Okay. Recap. I'm twenty-three years old, from another dimension, that considers the Marvel universe fiction, stuck in a teen Peter Parker with spider-pow–" He pauses and makes the web sign to shoot. There is no webbing. "No powers, which means I must be pre-spider bitten. Though being Spider-Man will come with its advantages and oooh ... the symbiote. I can't forget about that. I'm definitely keeping Venom. I'm not going to lose that suit just because it's an alien. Besides, if I remember correctly, Parker decided to get rid of it because it wanted to permanently bond with him. Or was it because he found out it was alive. I don't think so. And the ladies ... oh ... oh nelly, which one to choose from? That's a debate for later, I guess."

He moves to the closet and opens it. His mouth drops. "Oh Peter and your geeky wardrobe." There is nothing more than plaid, khakis and vests. "No wonder you're always picked on. Your clothing is a no-no. We are going to have to upgrade; a major one that is. Looks like I'm going to need a job, but no way am I working for J. Jonah Jameson. Maybe the Daily Globe would be nice as an intern ... eh, I'll think about it later."

 _ **Later at school: 8:30AM Midtown High**_

The ride to school is awkward for the most part for our 'hero', but small chit-chat goes a long way to break the ice.

"Thanks for the ride, Uncle Ben." He opens the door, until the elderly man stops him.

"Hey, Michelangelo. Glad we had this talk, and I'm glad you are opening up about this bully. Anything happens just let me know. I'll have a word with this Thompson fellow."

"I'm not sure he's ready to face the wrath of Ben-Fu wisdom talk," 'Peter' responds with a smile.

A chuckle escapes the man's throat. "Get to class. You're going to be late. Remember, Peter, don't start anything."

"I still got thirty minutes. Don't worry, I'm not looking for trouble, but the trouble is definitely looking for me. So no promises." The boy gets out of the car, leaving a wondering Ben to his thoughts.

 _My high school life was great, but this is the Marvel Universe, so Peter is considered a geek, as well as the social outclass. Oh yeah, I'm going to enjoy the humiliation of bullying._

'Peter' snorts. There was nothing worse than a bully. Children, teenagers, and yes, even adults, if bullied to the point of no return could lead to serious problems down the road, even death, depending on the situation. _It would be wise to avoid Flash Thompson, yet it seems highly implausible._

"Peter!"

The boy turns around, to be faced with none other than Harry Osborn walking towards him, sporting a red shirt with a light green jacket on top, navy pants and Nike shoes.

"Hey ... Harry." _This is going to be awkward._ 'Peter' notices the black limo leaving. As the window closes he sees Norman Osborn looking briefly at them before the tinted glass closes. "How are you doing?"

"You know. Same old, same old. Dad has been really busy with his work. Doesn't have time to spare at times. You know ... the usual."

"Trying to win his approval, huh?"

Harry stares at him sadly.

The younger boy slings an arm over his shoulder. "Harry. I know this is not my place to say, but you need to stop before you lose your mind. Norman doesn't care about you. From what I can gather, and from what you say about him, I don't think he does, nor will he. Heck, I don't even know if he loved his wife."

Harry flinches, taken aback, clearly questioning his friend's words.

"Sorry," 'Peter' grimaces. "Hit a sensitive point."

"Uh, it's okay."

"My point is, you want his approval, but you're not going to get it. You can score ninety-two percent in math for the final score, but instead of congratulating you he'd ask what happened to the other eight percent. You'll stay up all night for weeks studying, because you're pretty bad at higher-level math."

"Hey, I'm not that bad!" Harry exclaims. "I'm just not getting it, is all."

"Uh-huh, and I'm Reed Richards of the Fantastic Four with an IQ of three-hundred."

"Who?"

"You know, Reed Richards. The famous – you know what, never mind." 'Peter' then had a thought. "I think I can help you out."

"You can?" Harry asks skeptically.

"Sure. We just need to work on your confidence level around him."

The two 'friends' continue talking, making each other laugh as they try to come up with the snippiest of comebacks.

Once inside, the young teen looks around. The place is pretty big; lockers up against the wall, teens chit-chatting here and there in small or large groups, some teens making out with their boyfriends or girlfriends. A few emo kids pass by, reeking of drugs. _Huh. I never realized the school system in New York City sucked with helping with children like these. What is wrong with our education system nowadays?_

Harry nudges him. "Hey. I'll see you around, Pete."

"Yeah, I'll talk to you later, Harry, at lunch or whenever."

Fist bumping each other, the two 'friends' depart.

Summoning up his memory of the body of young 'Peter', the host makes it to his locker, located on the second floor by the science lab. He is about to open it when he hears the shout.

"HEY PARKER!"

"Flash …" he drones. _Just my luck, but I don't have to take any crap from him. Besides, I'm not Peter. Well, the wimpy kid he knows …_

With a quick turn, he is just in time to see Eugene bang on the locker hard with a grin. This was the cause and the effect? The young man doesn't flinch.

"Trying to act all tough now, Parker? I'm giving you something, tough guy." He drops his bag to the ground.

With a sigh and a bored look on his face, the brunette-haired teen lifts his arm. "Well would you look at that; it's half past a hair!" His gaze shifts to the eager blonde jock. "You really want to start something right now, Eugene, with your daily 'put puny Parker in the locker'?"

"Yeah. What are you going to do about it, Parker?"

"You know, I think you might be attracted to me."

It was loud enough for the entire group of thirty students to stop in their tracks, shocked faces looking at the captain of the high school football team, ready to pound the geek.

"I mean, why are you always bumping into me, or making my life a living nightmare? Are you trying to do something to me? Because, I'm going to tell you right now, I don't swing that way."

Flash is stuttering. Puny Parker had turned the tables. The student body takes three giant steps back from Flash as he tries to diffuse the situation. Well, mostly the males. "No, no, no, no! I am not gay, okay! I like girls just like any other guy!"

"Don't listen to him, folks. He's in deep denial. I mean, why else would he show that he's the **alpha male**..." A few chuckles went around. Then with a stern voice, he brings all the attention back to Flash. "I mean really, what's it to you guys? What type of grudge do you have against me? I bleed the same color blood you do. I feel pain, bitterness, and even depression at times as you all! So what is it about me that makes me have a target painted on my back for all you to tease me, bully me verbally or physically? I want a better future for myself much as everyone here, so why?"

He looks at Flash. The boy is seething with anger. He has to be careful now; he humiliated him a little, nevertheless bullies did not tend to let things go that easily. The students that were too busy had heard now what the antisocial bookworm was saying, some had their conscience filling them with guilt, whilst others didn't care.

"Do you have problems at home, Eugene? Is that why you torment me because I'm weaker than you? Does your father call you names? Does he call you a pathetic dumbass who can't do anything right? Does beat you with a crowbar?"

It is danger water he is lurking in, and he knows it. Flash has murder written in his eyes, and before he can even blink 'Peter' finds himself dangling by the lockers, with a bang loud enough that it silences the school body.

"You don't know anything, Parker! What can you possibly know about what I go through in my life?"

If this was the normal Peter Parker, he wouldn't know what to say. However the soul inside his body is silent.

He takes a deep breath. "But it's true, isn't it? That's why you always bully Pe–me, day in and day out? Tell me, did I pinch a nerve? If you need help, go and see an anger management therapist and stop taking it out on me."

"Parker, you are _dead_ right now, you hear me?! You – are – _dead meat_!" Flash rears his fist back. "You know nothing of me. What do you know?! You are some antisocial wannabe geek that doesn't know his place in this world. You are nothing. A nobody!"

He sighs, pity in his eyes, and taps his face. "Go ahead, Flash. Show the student body what your father does to you when he's drunk. Show them what it means to be abusive. To be that man who gets his kick out of hurting people. Go on, show them. They are waiting. Go on, right there in the jaw."

Nobody ever thought that the social outclass would call out the captain of the school football team like this. Flash is visibly shaking, his fist reared back. What is he waiting for? This was Puny Parker. This would be like any other day, so why is he hesitating now? No … there is no hesitation. He is going to beat him until he is black and blue. Meanwhile, the so-called science geek is staring at him, his face neutral, not showing any emotion, as cold as ice.

" _What is going on here?!_ "

Blood runs cold as a teacher appears to see what the commotion is about. "Everyone in your classrooms, right now!"

They do not need to be told twice, as they disperse.

The teacher turns to Flash. "Young man, drop him!"

Flash keeps him in the air. Peter does not back down, until the teacher forcibly removes them apart. "Apparently you didn't hear me the first time. To the principle's office now, the both of you."

Peter then remembers something. "Isn't today the school field trip?"

"Yes, but until we get this situation resolved, the two of you are going to explain to me what transpired."

On route to the lab, Peter quietly looks at the buildings passing by.

Harry sits beside him, stealing glances at his longest friend. Finally, fed up with the silence, he asks, "So I take it you and Flash had a fight?"

Peter shrugs. "Hmm. Really not much of a fight, more like a reality check for him. After spending thirty minutes in the office trying to clear things up, Flash doesn't get to go on to practice, with a warning, along with an appointment with the student counsel guide. While I get a warning about bringing personal things to light. Other than that, we were given the green light to go on this trip."

"What did you say to him?" Harry curiosity peaks. "I mean, you must have said some nasty things to him to tick him immensely, besides calling him out of the closet."

A small chuckle escapes his lips. He is about to say something, when soon enough the conversation is halted by a girl's small 'hello'. Both boys look up.

A girl with red hair, soft piercing green eyes, wearing a pink blouse with a sunflower design on it and navy-blue jeans gazes at them.

Harry is star struck the moment he lays eyes on her. She is pretty; gorgeous to be more exact, this much 'Peter' couldn't deny either. He remembers her name. _Ah yes. The girl who ruined everything she loved._ He isn't interested in her; one person or two or three that he has on his mind is a certain cat burglar, a girl who has the power of heat and a certain Asian girl that would be locked up in a bunker after she got her powers. After all, the original messed up with Mary Jane with that deal with Mephisto in one more day just to save Aunt May. The price a whole lot of love and rotten luck, unless of course it was an AU in the comics. _That comic that no one wants to talk about._ Peter has to bite his tongue at that thought while trying to keep a straight face. _It's hilarious how the older generation fans rave because of what Marvel did to the relationship between Mrs. Watson-Parker and Mr. Parker. Not happening in this reality. I can see to that._

"Hey, are you Peter Parker?" she asks.

"That's my name, don't wear it out, because that's the only one I have," he replies. "Unless, of course, you need me ID to be sure. Then I'll warn you, I got a mug shot."

A small chuckle escapes her lips. "My name is Mary-Jane Watson. I want to apologize for my boyfriend's actions towards you this morning ..."

Peter raises his hand to interrupt her. He looks back to where Flash is glaring daggers at him. "Stop. I don't need you to apologize for his behavior."

She is surprised, as well as Harry.

"Flash is a teen with a troubled past, that much I can see. No offense, Mary-Jane, but what's a pretty girl like you doing with a jock like him? You could do so much better. For instance, take Harry here ..."

"Wait a minute. What ... _whoa_!" Harry is put into a chokehold as his best friend gives him a noogie.

"He's pretty smart for someone his age and he knows how to treat a woman right, so why not leave that guy where you found him and start dating someone who would actually care for you?"

MJ's eyebrow raises. The boy in front of her has a smug smile on his face while his partner in crime is struggling to break free from his surprisingly iron grip. "While I appreciate the concern for my love life, Mr. Parker," she says, "whom I choose to be with is none of your business."

A bunch of 'ooooh's sing throughout the bus or ' _burn_!' Some even clap, praising MJ for putting geekazoid in his place.

This fires Peter up as he voice rises. "Very true, very true, Ms. Watson. However, guys like that only care about one little thing about their girlfriends, and that's their assets. Now I'm not saying that's every guy ... some treat their girlfriends with the respect that they need ..." Every girl begrudgingly agrees with the nerd. "Yet, you see, guys like Flash Thompson only care about the status quo; who's got the hottest girlfriend in town or who lost their virginity first once they get in between the legs ..."

The teacher listening to this is surprised to see Parker speaking his mind. _Last I checked he was the quietest person in the class. What brought this on?_ _It is a wonder; you wouldn't think that someone like Peter would be able to break the antisocial barrier to say something like this._

"You want to know something else, I bet he's dating Liz Allen right behind your back." MJ's hand twitches; something that does not go unnoticed by Harry. "You know, they sort of have this on and off relationship with each other, so I wouldn't be surprised if he was. They are notorious for getting on and off from time to time."

An awkward cough by a certain brunette is heard, though no one takes heed of that. Even Flash swallows a bit. Mary Jane isn't sure how to take this from the awkward teen; she came here to apologize for her boyfriend's behavior so how did this turn into her love life right now? Though something deep inside of her tells her to end the conversation right now.

"Look, I didn't come here to discuss my love or sex life. What I do is what I do. Do you want to accept my apology or not?"

"I understand, really I do, and maybe this might sound a bit jerkish but I don't want to hear it coming from you. I want to hear it from him." The bus is stunned; the second most popular girl in school being shot down by the geek. "If he has the pair of balls to bully me since the beginning of the school year then let him grow that same pair and come to me on his time; not send his trophy to say what he needs to say in front of my face."

Mary Jane's eyes narrow dangerously. Now there is low 'oh's coming from the bus. Harry is still in a lock hold and begins to tap furiously for Peter to stop.

"Listen here, you little science geek, and listen good. I am no one's trophy. I am my own person with a bright future ahead of them."

"My apologies if that offends you," says Peter. "You are the second most popular girl in school, with Gwen Stacy being the first and Liz Allen being the third rank, but she earns brownie points for being the school cheerleader, thus making you third-ranked in school."

The redhead's eyes blazed.

Harry is growing concerned, nudging Peter to stop talking as he whispers, "Peter, _shut up_."

"Mary Jane, I'm sorry," Peter continues. "The truth hurts, but you can deny all you want. Flash doesn't care about me or you. All he cares about is bragging rights to prove his alpha. To him, you are nothing more than a piece of meat. A lot of the male population treats their girlfriends the same, but like I said not all of them do. I apologize if I did offend you with certain words."

"Keep your apology to yourself." Mary Jane stares angrily at him before walking away in a huff.

Harry, finally freed, looks at Peter with confusion. "Who are you and what did you do to my best friend Peter?"

"He needed to grow up, Harry. I'm not joking around this time. I know I said very harsh words and words can hurt people emotionally." He pauses. "I will not be put down anymore. It ends, Harry. It will end."

 _ **OSCROP General Techtronic's Laboratories**_

"Midtown High Schoolers," begins the professor. "There will be no wandering. See directly …" He catches a paper ball. "Knock it off with the throwing! Remember, it is a privilege to be here because we are guests here at OSCORP Techtronic's site."

Not all the students are listening to the teacher. A few girls, Gwen, Liz, Mary Jane, among others, look back to see Peter straggling behind the group, along with Harry. They are talking about something, only to end up laughing at the joke.

"Be on your best behavior and let's not have a repeat of what happened at the planetarium. Come on, people, stay together and walk up these stairs to learn. Alright?"

The group moves ahead, while the three girls stare at the duo of teens passing them by. Mary Jane is steamed, though not without curiosity peaking around the corner, so she asks, "What do you know of Peter Parker?"

"What, Mr. Goody Two shoes?" Liz is not impressed with Peter, though he had hit the nail on the head with her and Flash seeing each other behind Mary Jane's back. She suppresses a shudder to think what would happen if the redhead girl finds out. "He's nothing more than a loser who thinks he can call anyone out. I mean, did you hear what he said to Flash?"

Gwen decided to keep her peace for the moment, though she has to admit it was about damn time that Parker kid started to grow some backbone. "Really not much, except he's second to me when it comes to studies. Really Liz, what did the guy do to you? I think despite some choice of words enough is enough."

"Nothing. He's just so geeky. Did you see those clothes? Ugh, outdated fashion, if you ask me."

The girls walk to keep up with the class. Gwen is annoyed at her response. "So because he doesn't have an updated wardrobe that makes it okay for anyone to call him out on it or even make fun of him?"

"Please, that's not even half of it. He's such a bookworm. He's so clumsy."

"So am I, but without the clumsiness."

"But you are the kind of bookworm that we like. Not so awkward coming from a good family with a well-paying job. He's just a poor guy who can't afford his own clothing. Who wants to hang out with people like that? Are his parents even well-known?"

Gwen and MJ look at the brunette in disgust and start to question the people they hang around with. Maybe it is time to see who their friends are truly and who is not.

 **Inside**

"There are more than 32,000 species of spider in the world," says the tour guide, leading the thirty students around a cavernous laboratory, passing a number of large spider exhibits. "They are all in the order Aranae, which is divided into three sub-orders: Mesothelea, Orthognatha, and Labidognatha. All spiders are carnivorous, ravenous eaters who run on massive amounts of protein in the fluid phase, usually the juices of their quarry. Arachnids from each of the three groups have varying strengths which help them in their ceaseless search for food."

Peter, who is wearing a 35MM camera around his neck, takes test pictures with the tour guide's permission, though this leads to students groaning about it. As they move forward, Harry is a bit perplexed by this new attitude.

"Dude, what the heck was that on the bus?" he whispers. "I'm still not getting it."

"A wake up call."

"The crab spider family Thomisidae, genus Misumena – spins no web to overtake its quarry, but runs instead, applying a lot of reflexes with nerve conduction velocities so fast some researchers think it almost borders on precognition, an early awareness of danger." The tour guide pauses briefly before continuing on. "A spider sense, if one were to put it in English terms."

Harry gets up to the side of the girl he met on the bus as she stoops, over looking at it. She peers closely at the spider in its funnel of the web; it is large, dark and nasty-looking, kind of brutal. Her eyes beam like the morning sun. To say the least she feels strangely drawn to it. Whilst Harry on the other hand looks disgusted.

"Nasty little guys," he states under his breath.

"Yeah, I know." There is a pause between them for a moment. "I like them."

Peter catches the eye of the tour guide and gestures to his camera. "School newspaper."

The guide nods as a few other students protest, saying, "Geez, Parker," under their breaths. Peter ignores them, setting up the camera to eye-level, while removing the cover. Flash bumps his elbow, ruining the picture, and the other kids laugh. Peter raises the camera again and Flash bumps him again. He turns around and glares.

Harry mutters, "Leave him alone, Flash."

Flash looks at Harry mockingly. "Or what, rich boy?"

"Or his father will fire your father." Bobby says in a mocking tone of voice. Others laugh silently as they pass high-fives.

Then Flash grabs Harry by his brown jacket, asks the sarcastic question a little too loudly, catching his professor's attention. "What's daddy going to do, sue me?"

"What is going on here?" Seeing how Flash is grabbing Harry, he whispers into his ear. Flash groans and has him give way, following his teacher away from his group.

"Those cats are real jerks," Peter says under his breath as he adjusts the camera. This time it is a perfect shot.

Gwen comes up to Peter and nudges his side. "Hey, you okay?"

"Yeah, I'm fine Gwen, thanks," he states.

She nods as she walks out from the two male children. She catches up with Liz, who is apparently being freaked out by the spiders.

"These spiders give me the creeps."

The blonde rolls her eyes at her friend. She looks at MJ who seems surprisingly interested in the arachnids. "This is the first time I have seen MJ so interested in something. Is this the end of the world I'm seeing before me?"

The group of students is led towards a set of sealed glass doors to another section of the laboratory. "This is the Recombination Lab, where we synthesized RNA from the specimen to encode an entirely new genome, combining genetic information from all three spiders into these fifteen genetically designed super-spiders." The tour guide points to a machine with two orbs pointing in the middle. "Now if you can turn your attention to this machine."

"Ugh. I don't know why my parents sent me on this stupid field trip." Peter hears the harsh whisper, so when his eye move left he sees the person he is looking for; a slim brunette with dark eyes, wearing a blue tank top and short pants. Really short. "I could be playing hockey right now. Instead I'm trapped here with a bunch of old people who think they know about science."

"Now that's mean."

The girl whips around, thinking it is a teacher. Instead she finds a young teen with a camera in hand.

"I'm pretty sure your parents meant no harm for you, to miss you boyfriend's hockey practice in order for you to get an education." He sticks his left hand out, has eyes glancing every now and then to the guide. "Le … Peter Parker, Midtown High School student."

She clasps his hand in hers, shakes it gingerly. "Cindy Moon, Great Neck South High School."

"Pleasure to meet you, Ms. Moon."

Up on the ceiling, unbeknownst to them, in the high arch of the rotunda, a spider has spun a magnificent web that glistens in the light. The spider sits at the center of it, waiting, feeling the vibrations of any unlucky visitor that stores its way.

"So for the moment, we're concentrating on these fifteen spiders. Any questions before we move to the final section of the tour?"

"Fourteen," MJ says.

"I beg your pardon, miss?"

"I counted every spider. Only fourteen are present," MJ says to the baffled tour guide.

"I – I guess the researchers are still working on that." The tour guide says as he counts the spiders in their tanks.

Peter's eyes shift to the ceiling. The web is faint, unnoticeable apart from the black speck in the middle of it. He does not say anything. He notices that it is directly below the machine. He needs to get near in order to be bitten. The group moves to a different part of the machine, as now the tour guide is about to demonstrate how the fusion reaction works.

"Mind if I take your picture?" Peter asks Cindy. "I need one with a student in it."

Cindy shrugs. She moves next to the incubator. "How's this?"

Peter lifts the camera. "Smile. Not forced, okay?"

Cindy gives a small 'hmph', yet obliges the teen. Her smile is cute as she points to the spiders.

"Cute. Very cute."

A small blush appears on her face as the camera snaps.

"How about giving me another pose?" Peter suggests.

"Do you have room for two more?"

Peter pulls away from the camera, looking at both Gwen and MJ. He shrugs, motioning with his hand to be his guest. Above, the spider is dropping, straight down toward Peter's right hand as he moves in position, clicking the shutter and winding the film.

"You guys are photogenic. Ever think about modeling?"

"I might go into the business after college," Mary Jane says.

 _Of course, you'd be the star because of your beauty, Mary Jane. But that's when you're older._ Mentally sighing, he adds, _I may not have read all the Spider-Man comics so I don't know what adventures await me. I just hope I don't run into Morlun early, but in case I do I know how to beat him with a simple dose of radiation. I'm going to have start making plans._

Peter clicks off another shot. The spider draws closer, heads for the spot between the thumb and forefinger. Its hairy legs come in for a landing on Peter's flesh and-

"Ow!" Peter looks at his hand. He sees the spider, yet it does not do anything. _That smarts! What's with the burning sensation … guess this spider was already modified. Good, now that I'm bitten, Cindy needs to be bitten as well._

The redhead, blonde and raven-haired teenagers gasp as they quickly stop posing for the camera to quickly check on Peter.

"Are you alright?" Gwen quickly looks down at his hand. Her eyes go from calm to panic in a fraction of a second. "There's a spider on your hand!"

MJ, thinking quickly, tries to slap the super spider away.

"Mary Jane, don't!"

The warning comes too late.

With spider senses flaring, the spider easily avoids the striking hand from its attacker. Quick as lighting the spider spots MJ, quickly makes its way across Peter's hand, and pounces towards the redhead girl.

She makes the mistake of lifting her left hand to cover her face. Just like its victim before her it lands on her pink flesh and then-

"OW!"

She shakes her hand, hard, to flip the spider off. It flies off and lands on Cindy's ankle, biting her in the process. Cindy hisses in pain and drops to the floor to scratch the spot that has been bitten.

Gwen bends down, trying to kill it. The spider is racing across the floor when she spots the crawler. Although it tries to get away, she blocks its path with her foot, trying to squish it. The spider latches on her, dodging, and so the final victim of the spider bite fiasco is none other than Gwen Stacy, who is bitten between her ankle bone and muscle. "Ahh!"

Thinking quickly, Peter bends down to the blonde's ankle and grabs the spider before it can escape, covering it with both hands. He knows the spider is safe for the moment. "You girls alright?"

They look at him with glares that says, _what do you think?!_ Then they stare at each other, the four teenagers looking at their hands or ankles; two tiny red marks where the spider sank its fangs into the skin.

"Parker, Stacy, Moon, and Watson," calls the tour guide. "Let's go."

They obey the command and leave, wondering about their bite marks.

Well, three out of four are wondering. On the huge electron microscope four display screens, it shows swirling strands of DNA molecules combine, detach, and recombine. When it finishes it says _**'NEW SPECIES.'**_

"Hey, tour guide!" Peter calls out

"Yes, young man, how can I help you?"

"I found your missing spider."

The class take three giants steps backward.

The scientist quickly comes over to find the spider calmly in the palm of the hands of the boy. Soon enough it is put into an incubator.

Night has fallen over the city. It has a different character to it, giving an impression that something bad or unpleasant is going to happen. Sirens wail nearby in the somewhat chilly night.

The thirty students pour out of the building, down the flights of stairs and toward the awaiting bus.

Peter straggles along at the rear of the group, stumbling, putting a hand to his head. "Wow, I feel like I got high, like I just snorted crack cocaine."

He looks over his shoulder despite the pain. Gwen and Mary Jane are worse for wear, a sickly pale color. Cindy is nowhere in sight.

As the bus strolls through the city that never sleeps, Harry looks at his best friend who is looking very pale and sweating bullets. "Hey Peter, you going to be alright? You look very pale."

"Yeah, I'll be fine."

"What happened in there?"

"Got bitten by a radioactive spider. Or in this case a genetically redefined spider," Peter says with the smile. "Side effects may include the following but not limited to nausea, vomiting, throwing up of blood or the worst case scenario death."

Harry eye widen in shock. "Hey, Mr—yow!" He glances at Peter giving him a death glare despite his sick demeanor. He motions with his finger to be quiet, then to his neck with a swing of the hand to not say anything. He whispers in a low tone, "Are you insane!?"

"Mr. Osborn?" The teacher looks back. "What can I do for you?"

Harry steals a glance for a moment towards his best friend, still giving him a death glare, raising both hands in a pleading matter. Sighing in defeat, he relents from saying anything. "Nothing."

"Alright, if you say so."

"Peter, are you insane or do you really want to die!" He whispers harshly, turning back to his friend. "My father could be sued for this!"

"Harry, this may look bad, but trust me when I say it's for the best." Peter nods. "I know what I am doing. Apart from me, I'm not the only one who isn't doing so hot."

Gwen isn't doing too good. She wants to be left alone in the back of the bus to sleep, hoping for the pain to subside. Meanwhile Flash is sitting at the back of the bus, trying to make out with the redhead, but she keeps pushing him back.

"Come on MJ, you were fine hours ago. Just one little kiss from you and I'll leave you alone."

 _Stubborn boy,_ Mary Jane curses in her head. She looks at the blonde and swallows dryly. "Flash, when I say no I mean no. I'm not interested." Weakly, she gets out of her seat and slowly makes her way down the aisle, leaving a baffled Flash Thompson behind.

Mary Jane never gets to her destination to sit with Liz. The school bus hits a bump in the road and she falls on top of Peter.

"Ow," he groans, wincing in pain from the sudden impact. "Help me get her off."

Harry pulls the redhead between the two of them and in an instant she lays her head on top Peter shoulder for support.

Flash sees this and grits his teeth. "I'm going to kill you, Parker!"

Rubbing his hands together, Peter takes notice of his bite. It has turned red and blotchy where the spider bit him. He touches his wrists gently and winces a little. It seems to cause him a great deal of pain.

 _ **Parker Residence - 7:00 PM**_

Ben Parker is watching TV, professional wrestling with the announcer talking very excitedly about the match. _"Three thousand dollars, and one thousand per minute in the ring, payable ONLY if you survive the full one hundred and eighty seconds!"_

Ben whistles. "Three thousand dollars. We could pay off our debts, May. What do you think if I start doing wrestling?"

May humors him. "Ben, at your age you'll throw out your back."

"Yeah, I guess."

The door opens and Peter walks in, placing his bag on the floor, then staggers into the living room. "I'm home."

Uncle Ben looks up, smiling at his nephew. "Hey Michelangelo. Take a lot of pictures during the trip?"

"Oh my goodness," says May. "I've completely forgotten that it was today. How was the field trip, honey? Did you have a nice time? Learn anything new?"

Peter nods his head, even though it is pounding like the jungle drums.

"I saved a nice plate for you in the oven. We had pot roast with–"

"I'm not hungry, Aunt May," Peter responds, surprising the elderly woman. "I had a small soup … wasn't feeling too well."

Aunt May worriedly comes to her nephew, checking for a fever. She huffs. "Honestly Peter, I will never know where you pick up these diseases."

"Aww." Peter goes to hug his aunt. "I still love you."

"Ah-ah. To the shower, young man. While you're at it brush your teeth. You reek of chemicals. Then it's off to bed."

A mock frown is plastered on his face. Despite this, he does what he is told. _Reminds me of my mother. Whenever I get sick she won't let anyone near her._

"What was that all about?" Ben asks.

"I don't know. He seemed rather down when he walked in. Did you notice that, Ben? Ben…" Unfortunately for May, her husband is too focused on the TV with wrestling. "Benjamin Parker!"

"What?"

The young-looking elderly woman sends a glare towards the elderly man. Uncle Ben sheepishly grins at his wife as she shakes her head in disbelief, disappearing into the kitchen once again.

Mary Jane is eating dinner with her family. At the table is an elderly woman in her mid-fifties, Anna May Watson and thirty-five-year-old Madeline Watson.

MJ turns her spaghetti in her plate, poking it and letting it fall from her fork. She has felt strange ever since she returned from the demo from OSCORP Tech Labs. It is like a burning sensation taking over her body.

Her mother takes notice of the strange behavior, getting worried about her daughter not eating; strange as she usually has a healthy appetite. "Mary Jane, honey, you have to eat."

"I'm not hungry, mom."

"Mary Jane, you must eat something. You've played with your food for the last ten minutes," her aunt cries.

"I'm sorry, Aunt Anna. I'm just not hungry." She looks at her mother with pleading eyes. "Mom, may I please be excused. I'm just not feeling it."

Madeline nods. As her daughter leaves the dinner table, both elder women look at the young Watson disappearing into the living room and hear her footsteps going upstairs before a door shuts behind.

Gwen's body feels on fire, everything extra sensitive. Stripping down to her undergarments she falls to the floor and crawls to her bed. Once there, the blonde weakly lifts her right ankle and twists it to the left. The bite is completely red and swollen. She touches her wrists and yanks her fingers away. They are intensely sensitive.

Now drenched in sweat, she begins to shake uncontrollably with chills. She manages to paw with one hand on the bed sheets, trying to cover herself and drapes the sheet over herself. Gwen huddles under them, trembling violently; face pale, eyes rolling in the back of her head and sunken, her teeth chattering.

Cindy isn't having it any easier.

She rips off her top shirt and her pants, leaving her in undergarments; a small, pink sleeveless blouse and panty. She clutches her head in pain and falls to the floor, looking at the left hand the spider had bitten her. It is completely red and swollen. She touches her wrists and yanks her fingers away. This was way too out of the ordinary.

With sweat drenching her, her whole beginning to shake uncontrollably, she manages to grab her quilt and wrap herself in it, whispering, "Please. Make…it…stop…hurting…"

 _Peter's Room POV_

Normally when I don't feel well I become droopy and no, I am not talking Droopy Dog, just down like something is bothering me, yet I can't explain why it bothers me. How does that work?

I don't know, but this I do know. I can feel the transformation taking place. My whole body felt like it was on fire, consuming me yet never burning, just consuming … rewriting.

 **(A chibi poofs with glazed spider-lens: You could say that I was high and boy did I feel like that. I'm high, Hey, look Jerry Louis. Hey, let's sing taco shack!)**

Still, we won't know what is going to happen, so I better be prepared when the transformation takes place and this bug leaves the day after tomorrow. Ugh, I can feel sleep calling out to me, singing her sweet lullaby.

Right before I go to bed my mother always taught me to pray, but I don't think I'll be able to, yet one prayer sticks out to me and that is the Lord's Prayer, the one Jesus tells his disciple to model to pray to God, so I begin:

"Our Father, Who art in heaven, hallowed be your name,  
Thy kingdom come, thy will be done, on earth as it is  
In Heaven. Give us this day our daily bread and  
Forgive us of our debts as we forgive our debtors.  
Lead us not into temptation but deliver us from the evil one. For yours is the kingdom and the power  
And the glory forever  
Amen."

Eyes roll up into the back of their heads and they pass out. Under the lids, eyes flicker rapidly. A voice is heard in their heads, certain parts highlighted.

"There are more than 32,000 species of spider in the world … the Recombination Lab … synthesized RNA from the specimen to encode an entirely new genome … combining genetic information from all three spiders into these … fifteen genetically designed super-spiders."

Geometric shapes tumble toward them; rectangles, hexagons, octagons, dodecagons. All merging, blending into one object, making sense, like a 3-D spider screen saver.

The geometric shapes suddenly align themselves and flatten out into a center of a spider's web. They glide slowly over the web, toward an insect that is caught at the edge of it.

A pair of fangs comes into their field of vision. The fangs sink deep into the thorax of the helpless fly as glowing green goo oozes out around the puncture wound. The image is terrifying, and both teens scream in terror as they suddenly realize that the fly was replaced by them.

 **LXD: Another reedit, this time I had help from W. Y. Traveller who kindly responded to my post forum. Sadly, this person cannot co-write this story with me but I am grateful for the changes made to this chapter and I hope to improve moving forward.**


	2. Chapter 2

**Disclaimer:** **Spider-Man and other Marvel-related characters and content belong to Marvel Entertainment/Disney anything else belongs to me**

Chapter 2: Power developing

It was 6 AM at the Stacy residents Gwen woke up abruptly after the nightmare she could feel the cold sweat blowing off her brow, morning sunlight streamed through her window. Blinking a few times, she released a breath that she didn't realize that she was holding apparently she's still horrified by the dream, noticing she hasn't moved from the position from the floor, the blonde tries to throw aside the blanket and gasps, as she separated herself from her warmth source a sticky white mass is seen stretching as it opens up it's all over her body along with the sheet. Grossed out, the young Stacy struggled to peel the sheet off to free herself from the gluey strands. Barely managing to break free she stands to orient herself, she seems to feel better. Carefully, she stretches her legs, takes a few deep breaths to ease her fast pace heartbeat.

' _I definitely feel a whole lot better, a whole lot better than yesterday.'_ Raising her arms, she notices a tendril leading up to the undersides of her wrists.

Examining her wrists, they were oozing pearly white fluid, almost invisible slits about a quarter of an inch long; the slits were puffy, with a great pressure felt from inside the skin. She pushed on the skin next to one of the slits, to relieve the pressure, unfortunately, to her dismay, the ooze shoots up to her face. A yelp escapes her lips as she effortlessly paws the white out of her face. Holding the other wrist, away from her body this time, another strand fires this time the silk shoots up to the ceiling sticking there with a line sticking out of her wrist.

Gwen's mouth was ajar, thoughts racing a mile a minute, who, what, where, when and how were coming up at the same time. She calmed herself as her thoughts went back to the science expo replaying events in her mind nevertheless one little event got stuck in her head "The spider! It must have been genetically modified before then, OSCORP must have been trying to try out their new test formula on the arachnids it worked…it actually works…the possibilities…"

A thought crossed her mind, even though the formula worked what's stopping OSCORP from dissecting her or as a matter of fact any government agencies. She paled, they'd study her make her do things that preferably wouldn't sit well with her. Probably poke her every single day with needles. Norman Osborn…no…it didn't have to be just him any scientific leader would tell his/her scientists to keep her in a room to monitor the situation then she is labeled as a test subject if she'd escape from all the testing and experiments.

She shuddered, it was out of the question telling Mr. Osborn about something like this, she didn't know why there was something about Norman that didn't sit well with her; call it a hunch or woman intuition there was something about Mr. Osborn that really set him apart from the rest. Was he a ruthless man at times? Though just something about him…what about her parents?

"No! Absolutely not….out of the question!" She hissed to herself, "Mom and Dad won't understand, they'll think I'm some sort of mutant and I already know how they feel about them, more importantly, my father."

Oh yes, mutants were starting to pop out of nowhere not frequently to a point of a boom, just appearing suddenly uncalled for like her father told that one time that he despises them, he told her that mutants think that they were above the rest of us, humans. She looked at her clock hanging on the opposite side of her room 6:05 AM, "Might as well get ready, I'll keep this to myself for now…"

"Gwen!" A feminine voice shouted from behind her door, "It's time to get up, you're going to be late for school!"

"I'm already up." She responded failing to notice herself in the mirror to note all the physical changes that happened during the night after her morbid experience of a dream she just had, the young Stacey decides it would be better to do a bit of research on herself to see what else changed later.

After getting ready the front door of the refrigerator is yanked open, harder than it should be Gwen starts rummaging through the stuff inside, while mumbling to herself, "… Massive quantities of protein... natural juices of their prey..."

Two people one a mid-age man and the other a woman around her late 30's look at each other, then back at her.

The woman was the first to speak, "Gwen, honey, is everything ok?"

Gwen turns, gnawing on a piece of meat loaf, "Uh-huh"

The man wasn't convinced by her word, "Is there something you need to tell us?"

She stopped chewing on the meatloaf and thinks for a moment or two, "Nope!" Finishing the meatloaf the blonde went to the kitchen sink, washed her hands and mouth kissed both her relatives, "Alright I'm off!"

"You don't need anything you got your lunch money?" Her mother called out

"Yeah, I got."

"Gwen stay safe."

"I got it dad. I'll see you guys later."

The door closes, the husband turns to the dish in the sink, "I'm surprised she went to for the meatloaf, nobody likes your meatloaf."

"George!"

* * *

In the Watson residents Mary Jane screams at the top of her lungs, a silk-like substance had her wrapped up in her bed sheets it was getting harder for her to move let alone stand upright. Gathering her strength she rips apart the blanket, she stood shaking in fear and confusion as she whispers, "What's happening to me?"

There was a rapid knock at her door, "Mary Jane? Honey are you ok?"

' _Oh no, mom! I can't let her see this or she'll think I'm a freak!'_ Thinking quickly she lied, "I'm ok mom just…had a bad dream you know fell off my bed."

"Are you okay you want me to come in?"

"NO!" She screamed, "Err…no, no that's fine a little shook up it is nothing to be concerned about."

Her mother asked, "You must be starving after you ran right past dinner last night, so I'll make an enormous breakfast. How's your condition? Any better this morning?"

Now that she thought about, she was feeling fine. Staggering to the door, she opened it a crack so only her face was showing, "I feel fine mom. Just go downstairs and I'll meet you down there, I just want to shower."

As much as MJ loved her mother, she found it annoying that she would be up in her grill most of the time ever since they left her alcoholic father; she was always protecting her and her sister along with Aunt Anna. Her eldest sister, on the other hand, married her boyfriend after high school when she was still in middle school a year later moving over to the west coast of the US.

"Alright…let me know how you are feeling you've acted strange last night Mary."

The redhead nodded closing the door, once it closed she placed her back against it, her eyes lazily scanned the mirror as teenagers often do especially girls. She gasped at what was staring back at her when she looked harder.

MJ knew she was not an athlete still tried to keep in shape. What she saw was not her usual body. The teen could make out the outlines of lean muscle; she even had a six-pack and her body was a lot curvier than before. "Wow", she gawked, "Who are you?" The reflection in the mirror did not answer, "Can this day get any weirder than it is now?"

* * *

Finally at the Parker residences Peter flexed another muscle as he viewed himself in the mirror, "Oh yeah, I can definitely get used to this body, if only that was possible when I was growing up I'd be Spider-Man in a heartbeat sadly though that's not how things go in the real world. Wait where are those glasses!"

He finds them to put them on, and then took it off, put them on again.

Then off

On

Off

On

Blurry

Clear

Blurry

Clear

Blurry

"Good grief, What I am doing with my life!" Peter let's out a soft chuckle to continue examining himself his chest was broader with more definition into it and he had six packs underneath. The arm muscles were well toned instead of being flat or undertone, "No more fat...no muscle just pure unaltered muscle."

There was a knock at the door at with a feminine voice muffled at the other end of it, "Peter, are you alright, I heard you groaning and moaning last night."

"Yes Aunt May, I'm fine…just I guess… an uncomfortable night." He replied

"Are you feeling any better now since yesterday, any change?"

"Change?" Peter took a glance at his new body, "Yep big change"

"Well hurry up, you are going to be late..."

"Right" The footsteps faded down the stairs case as Peter went into the bathroom with a pair of clothes and turns on the shower it didn't take long as he stayed in for five minutes. As he dressed a thought came to him, _'Alright, so the spider bit me I'm going to have to tell them; Peter made the mistake of not so even though Aunt May is stronger than she let on its better this way.'_

"But first things first…" 'Peter' made the sign of the web on a wall soon enough a strand of webbing flew out connecting to it with the strand attached to his wrist, "Organic webbing much more useful than cartridges still I'm going to need help in designing the gauntlets for the wrist with various features that will have different types of spray for the webs or just to hold it down that way I don't accidentally web my face."

6:40 In the kitchen May was humming a tone as she was scrambling the eggs for the pancakes she made, while Ben was sipped his coffee silently reading the paper with a half-eaten toast on his plate.

Peter came down entered the kitchen looking quite nervous yet he had to tell them what was going on with him, _'Boy it's like facing my mother on whether or not I was buying purchases for the Power Rangers Legacy War app only now I'm doing so for spider powers. It shouldn't be too hard yet here I am contemplating whether or not to do it.'_

With a quick sigh, he steeled himself, "Aunt May, Uncle Ben…"

The elderly couple gazed upon their nephew to be alarmed on how nervous he was when he is twiddling his fingers together, "Peter what's wrong? Are you sick?"

"No…"

"Are you having trouble with this Flash kid again son?"

"No Uncle Ben, I'll handle Flash it just…umm…I've been going through some changes lately and…" He hesitated a moment, "Look this is very hard for to say, I want to tell you so badly right now yet I'm…I'm afraid on how you are going to react to this."

Aunt May spatula dropped when a thought hit her, "Oh my…are you coming out?"

Peter looked at the woman like she had three heads on her shoulders, she came in giving the boy a hug and kiss on the cheek, "It's alright I had plenty of gay friends who found it hard at first but they managed and even though we raised you right we'll get through this, right Ben?"

Ben Parker stunned looked between his pleading nephew and his concerned wife, "Honey let's not jump to conclusion just yet okay? Let's hear out what Peter has to say before we start losing our heads."

Peter mentally thanked Uncle Ben for that, he sighed, "Aunt May I promise you I'm not gay but there are changes that are going to happen."

"What do you mean?" She asked

"Umm…remember yesterday when I was not feeling well?"

Slowly she nodded her head, "Yes, I sent you straight to bed."

"Well…I umm…it's easier if I just showed you." Peter's hand shot out with a web line to the fridge, poor uncle Ben fell out of his seat while Aunt May shifted back left dumbstruck glancing between her fridge and nephew.

"P..p…p...p...p…Peter…what was that?" The poor woman could feel the blood drain out her face this was a shock of a lifetime, she thought changes meant something else, something more personal not this.

"Well…" Peter began, "I would love to explain in detail however due to time constraint I can't so how about we finish breakfast like right now so I'll explain when I get back what in the world is going on here."

The rest of breakfast was awkward, for the two elders however for Peter it was a huge opportunity, _'Two down one to go…Harry, you are next on the list.'_

* * *

Bus Stop 6:58 AM

The alternate universe kid arrives at his bus stop thinking, _'I sure hope this was the best idea because I know I'm going to be screwing up the timeline badly or at least something is going to go wrong. Aw well just because Parker luck was a part of the original Peter Parker doesn't mean I'm going to let it affect me.'_

He looked at his watch the bus was going to be in a couple of minutes so he had a little time think what he was going to say to his friend, "I can't call Harry my best friend well I can but I don't know him well enough to start…" He muttered, "Though now that I have spider-powers I training shouldn't be a problem; though starting first with spider-sense will be beneficial in the long run since it is said that it can see into the future which can be kind of interesting, then my aim oh man does my aim suck…"

A beeping noise was heard from the watch 7 o clock it was chiming, right on cue, a familiar yellow vehicle made its way towards him. He stuck out his hand to stop only it didn't stop it flew right by him.

"I heard of missing the bus when you are late but when it's done deliberately that's where I draw the line." Peter looked down at his feet, the shoes that he was wearing was more like for khaki wear or a nice shirt not running, "Oh well…Time to test out the agility of a spider."

He readies himself in a runner position, with a quick blow of air he dashes for it at great speed. Once he reaches the yellow target he starts to call out, "Hey stop the bus!" He patted on the window

One student said from the inside mocked him, "Sorry Parker the bus is full!"

"The heck it is!" He could hear laughter coming from inside as he began run bit faster as he saw the bus speed up a little bit, "Oh heck no! Think Peter THINK! I got it!"

He slowed down just a bit than with mighty heave jump he launched forward latching on to the back of the bus, the students within shrieked in response when they saw him hanging to practically the handle.

"What the…I thought we lost him?" A perplexed student said

They saw that he reared his fist, "He's nuts you can't break this window, he'll destroy his hand…"

He was wrong the moment the boy's punch broke through the glass to reach for the emergency handle. The door swung wide open with a struggling teen boy climbing in the bus angrily going up to the driver with everyone gawking him while the alarm was sounding.

"Hey! Who opened the back the door?!"

"I did." The bus sudden stop causes the students to eat the cushion all but one remained standing as the driver put it in parking. Using his superior strength he lifted the bus driver and started beating the living turd out of him, "WHY WON'T YOU STOP FOR ME!"

 **(Chibi Spider-man runs in screeches to a halt; "That's not what happened! Reroll the clip, this is what really happened!")**

He readies himself in a runner position, with a quick blow of air he dashes for it at great speed. Once he reaches the yellow target he starts to call out, "Hey stop the bus!" He patted on the window

One student said from the inside mocked him, "Sorry Parker the bus is full!"

"The heck it is!" He could hear laughter coming from inside as he began run bit faster as he saw the bus speed up a little bit, "Oh heck no! Think Peter THINK! I got it!"

Peter sped up becoming a blur running past the bus to another bus stop with a bunch of students this stop included Mary Jane Watson who was still freaked out by this morning's incident. With the wind blowing her hair in her face MJ turned to see Peter sweating a little bit with a huff and puff.

"Peter? What…did you run to the next stop? Did they not stop for you?"

He waved her off saying nothing, once the bus stops his eyes narrowed, _'Let's see what happens when I say I'm going to take him to court or give complain to the company…you know what I might just do that.'_

Once he was on board the driver was surprised to see him, he had thought he left him in the dust.

"You think you're pretty funny don't you…" He started, "Super services? More like inferior services wait until my lawyer hears about this…" The man pales, "I can't wait to tell him why a grown man has to deliberately pass me by every morning since the beginning of the school year I'm sure there will be nice words to be exchanged better yet how about I call your supervisor?"

"Listen kid…there is no reason to get anyone involved in this. Look if you want I'll start stopping at your stop every morning."

"No not chance a bub; you had your chance now we're halfway done with the school year and enough is enough." Parker looks at all the students on the bus then towards the sweating man, "I get treated worse than dirt by them day in and day out you just go along with the gag, act your age, not your shoe size."

With that said the man swallowed dryly if the kid does what he says it will cost him his job something that he couldn't afford it. Silence reigned on the bus as every eye gazed upon the science nerd sitting in the front row of an empty in front of the bus with a huff. Unknown to them he was smug in the inside on the reaction of the driver when he said that, oh yes justice was going to be finally served. His moment of victory was interrupted when a familiar redhead said, "Do you mind if I sit next to you?"

He removed his bag motioning for her to sit, whispers washed over as some couldn't believe the most popular girl in school was sitting next social outcast, Peter Parker. As the final student was aboard the question was raised by the teen looking out the window as the vehicle was in motion. "How yours bite?"

She decided to keep the whole incident of the webbing to herself, she didn't want Peter to see her as a freak of nature, "It's better I suppose."

"Better you say? Did you happen to develop some sort of power?" MJ breathe was hitched in her throat, "Because when I woke up this morning I have 20/20 vision, abs and…" Lifting up his sleeve he revealed a familiar white patch. With a gasp, MJ stared at the white patch looking at the teen also his wrist.

"You weren't the only one bitten Mary Jane remember Gwen, that girl Cindy along with myself were bitten that same day."

"What do we do?"

"For now gather up the other two to figure this out." In the back of his mind, however, _'I already know what to do yet with three girls bitten it's going to be quite intense. If my memory serves me correctly Cindy had a primal urge to mate with Peter whenever they were in close quarters. Yeesh, I wonder what would happen if all three decided to…you know what I'm not even going there… in other news Ezekiel got to her first when her powers manifested all because of some stupid totem hunter named Morlun was after every known spider across the multiverse…I'm not ready to face Morlun at least not yet, however, should the fight be unavoidable I'll lead him to a power plant. You know I do wonder if New York City even has one. Still, I have to get to Cindy first before Ezekiel. As a Shikamaru would say troublesome situation…'_

There was an uncomfortable tension in the air, the redhead girl looked at the boy, there was something that needed to be discussed "Not that I don't mind a pretty girl sitting next to me but why now? Above all the chances you had to break the social system why now?" This was a curious thing to the young man trapped in the body of the young teen, his face was questioning, his brow was furrowed looking at the young girl searching for an answer.

MJ bit her lip, she looked straight into his soft piercing brown eyes call it of guilt or a rude awakening; it wasn't fair to one student to get picked on for being socially awkward, "It's time for me to start waking up, I wasn't there to call Flash out for bullying you or there to defend a student in need despite my social status. I hate to admit it but I was scared to get involved." She whispered loud enough for him to hear

"Better late than never I suppose." Peter said shrugging, he was content with the answer, "There is a lot thing that scares us, I don't know why I put up with bullying...guess I didn't want to get my hopes up in confronting the person then he come back with a vengeance, worst case scenario I would have killed myself or taken some sort of martial arts class."

"You would?" Mary Jane was now shocked by the statement, "You would kill yourself without talking to someone?"

"No not really. Defense classes yes but suicide? No." It came out as a matter of fact, "It's a touchy subject for most who don't want to see it or think nothing is going to happen yet if we don't say something then it keeps getting worse until one point that person has had enough, then we end up having a school shooting with tragic loses. Kids these days need people who can guide them as well as people they can connect or fit in with not only physically, but emotionally and maybe a spiritual level. I don't like to talk about it for the sole reason I just don't or I'll be made fun of if I involved a relative."

"That's pretty deep Peter, I'm sure there are people who you can trust."

"Outside of my family members Mary Jane who else can I turn to?"

Another awkward pause was hanging in the air, this was very strange for the Watson girl sitting next to the young Parker boy. She didn't know what to say next, she opened her mouth to speak then quickly closes. Another for seconds go by until she ask; "Are you really going to get your lawyer involved in this matter with the driver?"

"Nah..."

"Then why would you say something like that?"

"I did it so he won't do it again in the future." He looked at her, "You don't know what it's like to be me Mary Jane, I get defensive I have no tolerance for bullies or jerk faces who think they can walk all over me." He pauses thinking back to yesterday, "Like I said if you are still offended by my remarks yesterday I apologies but I'm not going to sugarcoat it, it may seem jerkish but truth be told I really was going to accept your apology only I didn't want you to do it."

"You really did come off as an ass, I was steamed when you told me that." Mary Jane twirled her hair

"Hmm...again I apologies." Peter sticks out his hand smiling, "Maybe we can start over? Hi my name is Peter Parker, I'm the science geek everyone comes to; to have their homework done for."

A small smile graces her lips, Mary Jane clasps the hand, "Pleasure to meet you Peter, my name is Mary Jane Watson a very popular girl with better future than you that doesn't required nerd talk."

* * *

Peter is the geek that society claims him to be eats his fries alone for the moment during school lunchtime. The only other person that would sit next to him was his friend Harry waited for him in the front of the school when he arrived told him he had something important to show him during lunch. The day passed by without incident so the boy had some peace in most of his classes. The Osborn heir told him he had to finish up an exam for math it wouldn't take long just needed to finish up a few questions.

A familiar tingle alerted him to danger lurking, a sudden gasp was heard; the moment that happened he spun in his chair catching the falling victim before he/she could fall a second later the tingling was back he looks up seeing the tray falling. With his hand outstretched the tray falls flat in his free hand allowing him to perfectly land each item on the tray. It was like they were falling in slow motion, _'Now that's cool…'_

"Nice reflexes, are you going to let me go now or is this how you treat every damsel in distress?"

Peter looked at his hand to find a familiar girl, tan skinned Hispanic wearing a tiger emblem around her neck she was slender yet well-toned and athletically build, with brown eyes, brown hair reaching mid-back, broad shoulders, and long, muscular legs. His eyes roamed for a moment she wears a green tunic with a dark green belt wrapped around her waist with a white short-sleeved undershirt, he knew her immediately.

"Ava so glad you can drop by would you care to sit next Midtown science geek or will you let the social injustice separate us?"

The girl raised a brow true Peter Parker was known for his love for science along with his passion to do well in school in order to pass the class yet for some reason she couldn't bear herself to sit next to him after all she didn't know him that well but that shouldn't matter. Just not today, some other time she'd like to break the social injustice the school has given Peter Parker. She gave a small hmph but didn't say anything else, though a small smile did graze her lips, he did save her from a humiliating drench of food so a little reward was called to order.

Then next thing she does is a quick kiss on the cheek, stunned beyond words Peter blinked in surprise, _'Well then…'_

"I appreciate the offer Parker, next time." Grabbing her tray of food thanked again before walking out. Just as she took three steps 'Peter' did something that would shock her system.

"Oh, mi corazón ..." Ava spun around shock completely written on her face; "Cómo duele del rechazo. Está bien ir con tus amigos más populares, me sentaré aquí en agonía pensando 'cómo dejé que una belleza como tú se alejara ... ¡Ay de mí!" (Trans: "Oh my heart ... How it hurts from rejection. It's okay to go with your more popular friends, I'll sit here in agony thinking 'how I let a beauty like you walk away ... Woe is me!')

 **(Chibi poof in; We don't speak Spanish! When did we ever speak Spanish? A Rosetta stone book gets thrown at Chibi knocking him out cold with flamenco dancers circling around his head)**

"I didn't know you spoke Spanish, since when?" Ava went back to sit right back down in front of him

' _It's a good thing that in my old life or should I say before I woke up here I'm Spanish even though I'm a white guy…hehehehe…oh man people just can't believe it the moment I open my mouth they are like 'You speak Spanish you don't even look like it!''_ A hearty laugh escapes his lips as he says, "Hay mucho de mí que no conoces Señorita Ayala." (Trans: There is much about me that you don't know Miss Ayala.)

A look of disbelieving still present now becomes a mischievous grin, "Pues bien, quieres iluminarme lo bien que hablas una lengua nativa que no te conviene a los Americanos." (Trans: "Well, you want to enlighten me how well you speak a native language that does not suit Americans.")

"¡Claro que sí!"

Elsewhere in the lunch room Flash with his clique couldn't believe their eyes well no one in the cafeteria could believe that Ava Ayala rising star cheerleader was having a laugh with Puny Parker it was unheard of, no one of social status would ever go near Parker, the question was begged; what is going on here? MJ bit her lip her conscious was stirred every day she had a chance to sit next to Peter yet chose not due to ignorance or status quo. ' _Well no more!'_ Abruptly she grabbed her tray walked off towards the duo

"MJ where are you going?"

"To do something that should have been done a long time ago." She responded not looking back at the blonde jock. Flash jaw dropped the moment MJ sat down at Parker table, "Okay that's it."

Flash got up going over to Parker, both Spider senses were tingling reflexively, the first of the spider bite victims whips around in time to see a fist coming at him in slow-motion he catches it in midair in a firm grasp.

"Can I help you with something Flash or do you like the attention to be drawn just so everyone can see?" He drawled unimpressed

One out of two glares at the other intensely, both girls thought a fight was about to break then later sighed as Flash said, "A taste of what's coming to you, Parker. I don't understand how you got two hot girls to sit next to you; maybe it out was out of pity that they did."

"People are free to sit next to whom they choose, if you cannot accept this then maybe you should start getting to know me better Eugene," Peter replied letting the teens fist go

"Why would want to do that? You are nothing more than…"

"A social outcast, a nerd, a science geek, a teacher's pet, so on and so forth; I heard it a dozen times and quite frankly; **I** **don't** **care** what people think of me." The interruption unnerved Flash "Another thing why do they call you 'Flash'? I don't see you wearing a red suit with a lightning bolt on your chest, did Joe make sure that he adopted the right Barry Allen because you got the hair right in being blonde but um…where's Iris West? Unless of course Liz Allen is playing that part then okay…then if that's the case; Eobard Thawne will be looking for you then your crap out luck for he is the fastest man alive."

Those who heard the joke were extremely confused by that statement, who in the world was Barry Allen? Even Flash didn't get it, "Hold on who? Whatever Parker I'll see you when you least expect it."

"Alright you Barry Allen wannabe I'll see you later and remember Run Barry run!" After Flash left Peter turned with a twinkle in his eyes before he started to laugh. _'Hahahahahahhahaha….I got him good, HAHAHAHA…nobody in the Marvel Universe knows who these DC Characters are…HAHAHAHA I love it; which makes it even more hilarious!'_

He had to wipe a tear away though Ava and MJ thought he was going to die laughing they've never seen him laugh so hard it was a welcomed changed at least for Mary Jane to witness a student who bullied smile. A small smirk graced her lips, yeah it was time to see who her friends really are instead of going through the motion of standing around doing nothing. Ava brows were raised she didn't get the joke at all. She would have gone back to her food is it wasn't for a certain silver flashing before her eyes. Her eyes widen, "What's with the fork."

"Hmm…" Peter glanced at his wrists, when he noticed it he got a sense of Deja-vu, _'It's almost like I'm in Sam Raimi Spider-Man movie lunch scene where Peter pulls the fork then webbing comes out of his wrist…hmmm…'_

As he thought it the same thing happen, a strand of string like substance stretched from his wrist. Both girls' jaws slacked, they gazed upon the teen waiting for a reaction, surprisingly he was calm as if he was amused. The second pair of string shot as he pulled the fork away to a tray of food that was one table away from him.

' _Like I said Sam Raimi…'_ An idea came to him a devious little smirk plastered on his face.

"Peter what's with the creepy smile." MJ asked, "What are you planning?"

"Who me? MJ do you think so little of me that I would be planning something?"

Before she could respond the familiar voice of Harry Osborn called out, "Peter!"

' _CRUD!'_ He yanked the tray of food dodging it as it approached; the tray of food missed him still it ends with someone that he didn't want to end up on; Flash. The school cafeteria laughed.

' _Oh boy, time to go.'_ Quickly getting up from his seat grabbed his backpack to leave not before he said, "For the record, I panicked when I heard Harry." He made haste as he went across the cafeteria as his friend tried to greet him, "Sorry Harry got to go."

"Wait I just got he…what the…" Harry saw his best friend dragging the tray by a strand, students murmured when they saw a strange substance dragging the tray right behind the social outcast.

Flash took notice of this when he scanned the room on who threw the tray, "Parker? You're dead…"

MJ came near Harry, "We got to follow him."

Peter looked at his skin at the white patch, _'Exactly, what I didn't want to happen I got to find Gwen see if I can poke her brain in trying to create those gauntlets for the organic webbing for myself, Mary Jane and her. Though I can't say he didn't deserve that, after the many years of bullying, still that is not right.'_

Flash stormed after him pushing anyone out of the way, he was out for blood no one throws a tray of food at him and gets away it!

The brown haired teen reached his locker dialing the combination. Suddenly his brow furrows, he puts a hand on the back of his neck, "Spider-sense! Danger..."

"Think you're pretty funny, don't you freak!" Flash wasn't alone; two of his cronies hurriedly closes the classroom doors on either side of the hallway, to block the view of the teachers from seeing the fight that was going to take place.

Other students and a very angry MJ appeared, "Flash it was just an accident leave him alone!"

The blonde stared at her, shaking his head at her, "By breaking his teeth, that's the accident, Mary Jane!"

Peter's eyes narrowed as he back away from the older teen dropping his bag on the floor, "I don't want to fight you Flash, walk away right now."

"I don't want to fight me neither, fight like a man."

A crowd quickly forms around them chanting the word 'Fight, fight, fight'.

"Last chance Flash I don't want to hurt you."

Harry comes to MJ side as he looks at what's going on within the large crowd of teens. MJ looked relieved when he arrived, "Help him, Harry!"

Flash right hooks Peter, the fight was over in a moment when Peter does a high block then quickly follows up with a quick punch to the gut he had to make his muscle was taught or else they would see his hand on the other side of the school jock.

"Which one?" Harry asked baffled

Flash went down on his knees gasping for air, the student body went silent with mouths open Mary Jane, Ava even Harry couldn't believe it. The young redhead notices someone behind Peter when a tingling started to alert her, "Peter look out!"

Sensing an attack from behind, Peter suddenly jumps. One of Flash's cronies, who were trying to sneak up on him, is left grabbing air. Peter flips up into the air and does seven somersaults before standing upright with fist in fighting position. Bobby look at him in disbelief, he huffs lunging at Peter while he ducks one, two, three, four punches, didn't even have to move his feet, he just darted his torso around so fast that he creates a blur motion. Harry shakes his head impressed, gives a look to M.J. She returns the look. Bobby soon fell in a heap dazed on the floor. Students were eerily silent as they saw Peter in fighting stance with a punch downward, Ava was now even more impressed; _'He knows martial arts wow, I didn't see that coming."  
_

Peter using his superior strength thanks to the bite of the spider lifts up Flash from the ground dangling him against the lockers. "Listen and listen to me good Eugene…" There is authority in his voice, "I'm sorry for what happened in the cafeteria that was unintentional. Despite that, I've had it with you, your cronies and the school population treating me worse than a dog, okay! This bullying has gone far enough, you torment me in the bus stop, school, and even if we walk home I don't care if you are my neighbor one more time I will not hesitate to give you a black eye before graduation this is your final warning."

He drops the jock as a pained groan escapes his lips, Peter scopes up his bag walks away signaling to Harry to follow him, while Liz who was amongst the spectators began to disperse tended to her fallen boyfriend watched in great horror at the back of the retreating Parker boy, "He really is a freak."

* * *

Outside in a secluded part of the school Gwen on her study hall period tried out her new powers, she was creating small webs or a large web against the wall it was exhilarating, fascinating, and revolutionary. To think that the spider that OSCORP was experimenting to help the world with it health problems bit her, she'll have to look at her cell sample to see what other transformation could or will occur. The blonde looked down on the ground she was about 50 feet up in the air resting on a nesting of webbing. She couldn't help but feel giddy it was pure luck that no one spotted her yet she could hear voices from the outside despite them being far away, however, she heard voices closing in on her.

"…happen at the Expo yesterday what I'm about to show you should remain between the two us."

"Peter this has got to be some sort of joke no way does a genetically modified spider gives you abs in one night!"

"Oh yeah? Then how do you explain that punch or me lifting Eugene off the ground then? Adrenaline? Or how about the tackle?"

"Maybe…it's possible right?"

"Yeah, I guess, when a person is completely under stress..."

Gwen looked down, Peter and Harry were in a deep conversation that much she deducted, the point of interest of said talk is what got her attention; ' _What are you boys up to?'_

"Pay attention Harry, I'm only going to show this probably a dozen more times."

Gwen interest was piqued now, she leaned forward watching him from her point of view, her eyes bugled out of her socket the moment he started to climb the wall about 10 feet off the ground and almost did she fall off her webbing.

Harry stared no comprehensible words would flow out of his mouth, he stuttered to make a sentence.

"I know a bit of shock at first but I'm trusting you with this secret."

Harry finally got his head on straight, "Why come to me with this Peter?"

'Peter' is silent for the moment, scratching his chin _'Because the stupid idiot of your best friend who was not taken over by someone from an alternate universe went out to fight your father the Green Goblin after he had his way with Gwen Stacy while kidnapping her due to the said blonde having your fathers kids and killing her by throwing her off the bridge. He always was blowing you off for some stupid reason without explanation. Did I mention that you hated your best friend, for the sole reason of Osborn killing himself with his own glider even though you were mentally unstable?'_ He sighed climbing off; "You're my best friend Harry we didn't do this friendship based on secrets, you confided in me that you are the son of a wealthy businessman and I've kept my mouth shut for a pretty long time though it's only a matter of time before Norman decides to reveal himself to the school and you are going to have 'friends' left and right. Now I'm trusting you to do the same with this…"

Harry couldn't believe it he scratched the back of his head, he paced slightly, Peter was trusting him with the biggest secret of a lifetime then a thought came to him breaking the moment of shock, "The spider bite…you knew…"

"I did…" Peter confirmed, "Though I wasn't the only one bitten…" He pointed above him towards the back Harry followed the finger to his shock he saw…

"GWEN!"

Gwen gasped, flailing her arms trying to keep her balance she flew off due to shock thinking, _'How did he know I was here!?'_

Peter was quick to react as he met Gwen halfway in the air allowing him to carry her bridal style when he landed on his feet. He still had her in his arms when he came to view for Harry.

"You too Gwen?"

"Yes…Can you put me down now?"

"Nope…."

"Peter this isn't funny put me down right now, you saved me thank you…Just put me down I'm not a helpless little girl."

"Not a chance Stacy you're cuddly…" He said with glee hugging her tightly close to his body while snuggling her.

Gwen blushed three shades of red before she began to fight her way off his arms yet he wouldn't let go finally she gave up, she turned her body with a huff crossing her arms glaring at the Parker boy who was snickering at her predicament.

"Anyone else I need to know?"

"Well there was this girl named Cindy Moon and our most popular third rank girl of the school Mary Jane Watson… isn't that right? MJ…" Peter said

Mary Jane came from out of the corner, "How did you know I was there?"

"Instincts…" Peter said he could have sworn he saw jealously written in her face on the way he held Gwen, meanwhile the blonde couldn't help but feel a little defensive unconsciously grabbing onto the boy who held her. Peter deadpanned, _'Stupid totem business…'_

After a little while of Q&A with Harry the bell rung signaling the period was over, finally Gwen was free to stand on her own after being held, not that she would have admitted it but she really liked it when Peter had his arms around her while sitting on his lap for some odd reason, as well the way he spoke he was so down to earth with a sense of maturity about him especially since he answered the problems the three teens were facing. Yes he joked around time to time it was refreshing, to say the least, so why hadn't she spent time knowing the awkward teen.

The red-head teenager, on the other hand, was feeling a bit jealous yet she didn't know why, for reasons unknown the sight of Gwen being held by Peter was getting her a bit irritated she did pay attention to the conversation yet her gaze kept going back to the pair. Something inside wanted to rip Gwen away from him so she may have that place of comfort. Gwen caught her a few times and ended up snuggling, even more, letting a sigh of content out.

"Thanks, Pete for trusting me…" Harry stuck his hand, "Once we get everyone together we'll talk more."

Peter clasped it in his, "It's the least that I can do…" He pulled him in a bro-hug, "Tell anyone else I'll kill you."

Harry let a snort of laughter as he left. Peter turned his attention towards the girls, "Don't think I haven't noticed the death glare from the two of you."

Both teens looked sheepishly at him like they've been caught with a hand in the cookie jar, he sent them a glare which the flinched. He wasn't going to be a handle like a piece of meat for anyone or anything totem business or not; "Listen I don't know how else this spider bite affected us so in the meantime keep your distance away from me, I can joke around be a little affectionate but this primal lust is where I draw the line I could feel the lust coming from both of you it wasn't fun trying to keep myself in check from **taking** the both you to that spot over there… **please knock it off** …"

"Is that's how you managed to locate me? I am wondering how you did it, how is it that you know where I would be or MJ?" Gwen asked

"Don't know what call it yet." He shrugged motioning for them to follow him before the next period bell rung, "All I know is that I tap into it during class time only to feel three beings emotions…" He held three fingers as he listed them, "One with curiosity/interest, the second one with fear/uncertainty, and the third panic complete utter panic…my guess the first two was the both of you while the third is Cindy Moon. I don't have much time to explain so we'll have to set up a hangout."

Just then the vice principal came walking towards them he wasn't happy either, "Mr. Parker glad I could find you care to explain to why I find Mr. Thompson along with Mr. Ryan in the nurse's offices with black and blue on his abdomen?"

"Why certainly…I'll see you both later…"

* * *

One lengthy talk later in the principle office Uncle Ben was certainly was not happy when he received a phone call from the school that Peter was in a tussle with the two of the schools athlete so after a long chat with the principle Peter was given a warning next time it was going to be detention for fighting in the hallway.

There was no one in the hallway after the talk, Peter was somewhat curios at what Benjamin Parker was going to say; _'To think I don't do confrontation that well…sheesh, how did this mess get any worse?'_

"What happened Peter?"

"Come again…"

"You are sweet, kind, gentle soul son, we a raised like a son the best we could; as your aunt would say with the fear of God what happened? What's going on with you? Tell me?"

"Ummm…" Peter rubbed the back of his head, how are you going to tell someone that you are inhabiting the body of their nephew while trying to explain that to him this was nothing more than he couldn't care less. Yet he couldn't this man raised his nephew for 15 years looking at him like a son he never had. It brought both his aunt and uncle closer to him well the original Peter at least when both Mary and Richard died on that plane.

"Where do I start?" The AR teen said, " OH yes...I've had it with people looking at me like I'm some weird being from another planet, you don't know what it's like Uncle Ben to be the scorn of the school just for trying to be the best that I can be. I got no one minus Harry, people see me in distress they turn a blind eye or mock me. I do poorly in sports or someone gets hurt and suddenly everything is my fault, things happen the way it did while it was an accident." He paused staring at the older man. Ben could see that this was very uncomfortable for his nephew but he held his peace until the end he motioned for him to continue. "Now with these powers manifesting it a whole new pressure. Now I'm not abusing them it's just…just happened the web string shoots out I panicked when Harry came into the cafeteria, the tray of food lands on Eugene next thing you know he takes the fight to me." Peter lets out a deep breath, "Next thing you know I threatened him saying he's going to get black and blue and if he doesn't stop, spider powers or not he's going to get one."

Ben sighs patting his nephew on the shoulder, "Peter your changing into something, what that thing is I don't know. This whole powers thing it scary…scared the jeepers out of myself and May…we still love you Peter so I'm glad you told us what it was you are going through. This fight that happened…"

"I didn't start that fight he did." He interrupted heatedly

"Well, you sure know how well to end it, Peter," Ben replied coolly

The teen mouth twitched his face annoyed, "What was I supposed to do run away?"

"No you weren't supposed to run away, look this Flash Thompson probably got what he deserved just remember Peter that these are the years that a man becomes the man that he is going to be for the rest of his life. Just be careful in whom you change into, you're feelings for this great power in becoming a man…and with this great power Peter comes great responsibility…"

' _A word from the wise man himself, my father always quoted this every time when we get into a deep conversation.'_ Peter nodded, "I get it, Uncle Ben…"

Ben pulled his nephew into a hug, "You think you know, but you don't maybe one day you will. I'll see you home kiddo…" He ruffled his hair as he left

It was later after school Peter was sitting on the roof of the school zeroing in on Cindy signature, she was scared he felt it; her fears are consuming her he had to get to her first before Ezekiel. The only way he was going to track her down was following his instincts or as he dubbed the 7th sense.

"I can't believe that I have to first put on the amazing bag man costume…what was kind of costume is this?" Peter said as he looked at the blue jumpsuit with disgust, "Not mention that it only held two web cartridges from Spider-Man and Enter Electro it was the worst costume ever and I don't care if it did come from the Fantastic Four!"

The suit that was in his hand indeed had a four logo on the chest which was borrowed from the science lab not to mention he burrowed a brown paper bag from the lunch room. "Let get this over with…" He looked at himself from the window he looked ridiculous "Its official I hate this costume…" He deadpanned while standing near the edge of the school building, "I think the Amazing Spider-Man vigilantly costume had the right idea with just the mask…"

He spun his web to a nearby building, his heart was racing a mile a minute a slight pull on it to make sure it wouldn't break "Okay guy time to get rid of your fears of heights…Tally ho…"

Peter screams as he sails through the air, furthermore, he keeps his grip on the web. The end result is that he swings across the busy streets of New York in front of school skidding on the wall of the opposite building. Unfortunately, there was billboard looking at him, Peter started to freak and screamed as his feet skidded against the pavement and then…

SPLAT!

He slid against the billboard down to the ground, "The….paaaaiiinnnnn….."

Elsewhere Gwen, Cindy, MJ felt a shock the system.

* * *

Moon residents 4:30 PM Cindy Room

Cindy was freaking out since this morning everything she touched she destroyed, the bathroom doorknob broke off in her hands, she crushed her favorite hairbrush but that wasn't the beginning of it she couldn't open her locker without ripping it out from the hinges which did happen lucky no one saw that. Her papers were stuck in her hand and she had to write a report for next week but no luck as it refused to come off.

She was terrified of what she was becoming, she couldn't let her boyfriend now ex since she found out he was cheating on her with another girl. So now her life is spinning out of control and she doesn't know what to do on top of that she felt like she been hit by a bus, where did that come from she didn't know, she just wanted it to stop or go away. She got up from her bed looked herself in the mirror, "What's going on, Cindy? What's happening to me…"

She failed to notice that a certain boy she met a day ago was entering her room that is until he said, "Nice room you got here. It's pretty cozy…"

She turned in shock at the intruder her parents weren't home yet and neither was her brother, but the neighbors on the other hand "HEL…MMPH…."

A web shot to mouth as she tried to scream she ran out the door to raise the alarm to be caught and tied by webbing? She was forcefully dragged back into the room struggling against her restraint as she groaned against the web gag, "MMM MM MM!"

The intruder spun her around so they were face to face, she was at his mercy, thoughts raced a mile a minute, was he going to take advantage of her? Was he going to kill her after he had his way with her? Was this her last day on earth?

The man pulled his backpack down to the ground, she panics, tears now swelled in her eyes as she saw that he was removing the brown bag from his head thinking he was going to have his way with her, _'Mom, dad, Albert I love you…'_

She closed her eyes waiting for the inevitable only to hear a familiar voice, "Hi Cindy!"

She faced Peter Parker the boy she met at the science expo, "MMM!"

"Sorry about tying you up but umm…I need to talk to you and since I don't where you lived well let's just say I had to follow my instincts." He removed the web gagged

"You think that was funny! I nearly had a heart attack thinking you were going to rape me!" Her face red in fury

"What kind of sick, depraved thoughts are you thinking about?" He said as he stood her up untying her, she almost slapped across the face had he not caught both her hands.

"Don't make me regret untying you Cindy I came because I know what you are going through and I have two friends in similar situations with power developing."

"Please…" Cindy hugged him tightly scared for her life as she trembled under his embrace, "Help me…"

* * *

 **LXD: Okay, so here is some the soft reboot I hope you enjoyed reading, so please comment, rate, subscribe until next chapter**


	3. Chapter 3

**Disclaimer:** **Spider-Man and other Marvel related characters and content belong to Marvel Entertainment/Disney anything else belongs to me**

 **Chapter 3** : **Interaction**

Downtown Manhattan Friday 8:00 AM

Harry, sits in the back seat, next to his father Norman Osborn. Harry has inherited a lot from his father a long haircut brushed up, some disquieting facial tics, and presumably, a fortune should anything happen to his beloved father. Norman stares out the window with a newspaper in his lap, shaking his head.

"Anything wrong, Dad? You hardly said a word all the way from the house." Harry couldn't believe that Peter told him that father didn't care for him, it had to be false right? Then again he told him as well he will help him gain his father's approval.

"You'll have to get dinner yourself tonight, I need to work late."

Harry cringed, they really never got spend time with each other ever since his mother died at childbirth the man was cold or uncaring yet something was definitely up, "They say if you talk about something that worries you, you take away its power."

"I was under the impression you asked me to give you a lesson on how to manage the company, not deliver a therapy speech on the way."

"Sorry…" He whispers

Norman looks at him, something very definitely on his mind; Harry has been trying to have some father and son bonding though has been unsuccessful, Norman could careless, he was a busy man, he was not about to baby him all his life he needed to learn to be a man on his own. He glances up, notices the drivers eyes in the rear view mirror as they dart away from him.

"John, do you mind?"

"Not at all, sir."

Two icy blue eyes, are now darting rapidly back and forth, consuming the Wall Street Journal news as the car crawls through busy midtown traffic of Manhattan. Norman's jaw fixes in a tight line. He folds put his paper down and stares at the rain as it pounds on the tinted windows; _'It is one hell of a day out there'._

We are looking down from high atop a cold black monolithic skyscraper that stands in the middle of Manhattan. Tall, searing red letters atop the building announce its resident: O.S.C.O.R.P. Far, far down in the street, Norman walks from the car, parked at the curb, Norman turns to his son, "I don't appreciate the amateur psychoanalysis. Maybe you should stop seeing Dr. Hirsch, you're starting to think you've got his degree."

"Is it the company? If there's a problem, you could tell me about it. Is there?" Harry could have sworn he heard the voice of Peter more particularly _'Norman doesn't care about you…I don't think he does nor will he, heck I don't even know if he loved his wife.'_ Harry doesn't remember much about his mother only seen the picture she was very beautiful, still his father rarely talks about her with him stuck with his father, it was a chore trying to seek his father acknowledgment.

The older Osborn replies, "Considering OSCORP's market capitalization just exceeded the gross national product of Spain, the answer to your question is no, there's nothing wrong with the company."

"Then what?" Harry responds

"How many private academies have you been kicked out of or rather flunked?" Harry looks down at his feet it was far more interesting than where this conversation was going, Norman continued "Has it sunk in for you that you're now attending a public school? Are you aware of the ramifications of that?"

"I like it better." Harry says feebly, "I feel more at home and not privileged."

Osborn's eyes narrow a bit; "One day you will inherit OSCORP. One day you will run my company. My grandfather's company. Since you asked Harry, that's what worries me. In fact, it terrifies me."

Harry mumbles something inaudible, humiliated. Maybe Peter was right, his father doesn't trust him at all especially he's saying that he couldn't run OSCORP what would be the point of trying to gain his approval. Sure he flunked out of every private school but he did it because he didn't want to like one those guys who have a rich relative and being handed every single thing on a silver platter, now that wasn't every rich kid though the majority rules. Take for example a female ex-classmate of his Felicia Hardy. Now that girl is tremendously spoiled brat, acting all high and mighty like the world must all bow down to her nearly all the teachers passed her anyway while she barely did any work or even study for an exam. Why? Her mother Lydia Hardy paid off or bribed most of the teacher to pass her daughter. They only briefly chatted becoming acquaintances exchanging numbers due to a project that was due for the majority that was it; they haven't really spoken with each other in a good while. Harry believed in hard work, not taking a short way out of life not to mention he missed his friend Peter, his best friend believed in him when others did not.

Norman continued to blast Harry, "You may have been given the name Osborn, but you haven't earned it." In the front of the building, immediately covered by a sea of umbrellas carried by a group of security guards who raced out to meet the CEO of the company. "Are you going to disappoint me?"

Harry turns, he doesn't dare raise his eyes to his father's. His mouth moves, he's going to try to answer, but he's afraid of his father might say.

"Remember Harry you wanted to come with me on how things are run, now I won't repeat myself again are you going to disappoint me?"

Actually, Peter was the one who convinced him on Wednesday to take the day off from school today to see how OSCORP is run by his father thanks to him (Harry) blurting out his father going to OSCORP, his friend stated that since he was going to inherit the company, he said to him 'Learn what you can so that way you know how the game works…'

"No, sir…"

"Good…"

Suddenly, both rear doors fly open, pulled smartly by security men in suits, and Norman bolts sharply out of the car. Harry follows, somewhat dreading whatever is to come inside that building. Doubt began to fill him.

"Walk beside me, not behind!" Norman barks at him. Harry steps up his pace to fall in beside his father. They reach an elevator, one of the two glass ones that cling to the side of the building. The twin elevators are guarded by two more guards, wires in their ears and sunglasses drenched from the rain. One set of doors whooshes open as Harry and Norman approach; they step inside. Once the doors close. Harry turns to his father.

"Umm…anything that I need to know?"

"You'll learn on your own Harry."

Harry shoulders slump, "That really doesn't help me out at all."

Osborn reaches past him and pushes one of only two silver buttons on the panel next to the door. Inside the elevator, a motor starts to hum and the elevator moves, instead of going up like a normal evaluator it zips downward. Large red and white horizontal stripes whip past as the elevator drops far into the ground beneath the streets of Manhattan; "I abhor weakness. I don't permit it in myself; I won't tolerate it in you. Running a company is a lot more than handing out paychecks."

"Dad I get it but what exactly do you need me to be aware of?"

"You'll see when we get there."

Osborn thinks to himself; _'Conner's, Octavius you better have something important to show me.'_

The elevator stops and the doors opened on a massive underground laboratory with row after row of test tubes, beakers, piles of micro-circuitry, half-assembled devices, scribbled formulas, schematics, and finally warning signs.

A lab worker notices Osborn. She turns and hurries across the floor in the opposite direction, urgently, passing an aerodynamically perfected boogie board, with upturned fins on each side, footholds carved into the top of each wing, and a single row of switches down the middle of the center tube, which is a pushing forward a system of some kind. While the device hovers over a bench, a technician wears a lightweight, super tight-fitting helmet, eyes protected behind the big yellowish-green plastic bags that make it look like an evil insect's head. As the technician turns his head, the device responds, pointing up when he raises his head up, banking to the side with a turn of the head.

The lab worker approaches a raised platform, where two men in a long white lab coat are working in front of a large glassed room. One of them had his arms are plugged into a device of some kind and on the other side of the wall, where four long telescoping metal tentacles emerge, working delicately with a maze of interlocking chemical tubes and Micronics circuitry sealed in a glass-walled isolation tank where strange gases leak from the tubes. The other scientist was taking notes and noting down everything that the other one did, but the only difference with this scientist was that he had a mechanical right limb.

The lab worker hurries up beside him and gently whispers in his ear, "Otto..."

Octavius said to her, "Rosie? What is it, my love…?"

The lab worker named Rosie looked back saw Osborn coming towards them, "It's Mr. Osborn, and he's here in the lab, my dear husband."

The man turns and we see the face of Dr. Otto Octavius, intense, driven, ferocious concentration under hooded brows. Jet black hair, opal-white skin that looks as if it's never seen the light of day. He sees Norman Osborn over his wife's shoulder, already coming up the stairs to the platform. Harry trailing behind him.

Octavius sighs turning back to his work.

"Good morning, Doctor..." He casts a glance inside the isolation tank, where the robotic arms wave, in constant elegant motion, "Or shall I call you Dr. Octopus?"

"I don't have time for insults, what do you want Mr. Osborn?" His wife nudges to not let get to him

His companion let a small chuckle, "Come now Otto, where's your sense of humor?"

He turned around to reveal a tan looking man in his late 30's, with brown hair and blue eyes and a wide smile came across his face, wearing a white coat with one of the sleeves rolled up to the top with another hand holding a clipboard "How are you Norman?"

"Fine, Connors just fine, I want an update. What are you two working on right now?"

Annoyed, Octavius touches a foot pedal at the base of the robotic arm device he's wearing. A metal corset that grips his torso automatically opens, releasing him from its grasp. His wife poured coffee from a nearby pot handing to him, "Human Performance Enhancers otherwise known as the green formula…"

"How's it going?"

Connors was the one who spoke, "We're nearly there. We tried vapor inhalation with rodent subjects; they showed an 800 percent increase in strength. Intellectual capacity increased beyond measurable limits of testing, and maze-solving ability became nearly instantaneous."

Osborn was impressed, "Excellent. What are the side-effects?"

Octavius just shrugs as he takes a sip from his coffee mug, "Propensity toward violence, central nervous system breakdown, domination obsession, decompensating, insanity, and finally death."

Osborn stroked his chin, "So they become stronger and smarter, but it kills them. Not exactly marketable yet is it? How about the other projects?"

"All good, individual airborne transports are all tested, they look fine, and hallucination orbs are good to go. Manufacture can start in a month; we can deliver the supplies to the government by the end of the year. You're going to make another fortune, Norman." Dr. Connors stated

"That's what I'd hoped to hear."

"Dr. Octavius..." Timidly Harry spoke, all eyes were on him

Octavius turns, "Can I help you, young man?"

Norman raises an eyebrow, "Well?"

Harry swallows, his heart was racing a mile minute he could have sworn that he was sweating like a god, "Uhh…well are…y-you working on an alternate source of energy?"

"Why yes we are, why do you ask?"

"Uh…you see sir I am curious about how it works. If one day I am to inherit OSCORP I would l-like to know where I can help…"

Norman looked at his son then at Octavius sighing in defeat, Harry was going to be a lost cause. Octavius looked at the younger Osborn, he was nervous that much he could tell yet he was kinder than his father despite the resemblance, he nudged with his finger for him to come closer Harry obeyed; "I'll let you in on a little secret there is an expo coming up next month on the 12th of May, if you interested bring a friend over and I'll give you a show along with a college report essay on fusion power."

"Will do sir."

Rosie smiles at the young Osborn when he looks at her, he couldn't help but smile back. Norman was meh, he applauded his son for stepping in the right direction still it wasn't enough.

Octavius finishes his coffee and places it in the sink, "If that's all...I like to get back to work, Curtis." He steps back into the robotic arm device, hits the foot pedals once again. The metal corset holds him in its grip again and he goes back to work with his co-worker. Osborn turns and leaves the three scientists to their work.

"Oh, Norman…" Osborn turned around to face the back of Otto's head, "The board of directors will be coming in two weeks you better be ready with the green formula or they will foreclose this facility down and who wants that…"

Osborn muttered a curse under his breath, "Thank you Otto for reminding me." Once he left, he cursed Octavius in his thoughts, 'One of these days these people are going to sabotage my grandfather's legacy."

* * *

At the school library desk Peter has a sketch pad in front of him and is drawing rapidly on the paper, it has an outline of a couple human figures both male and female with various costume possibilities, which was drawn a few days ago. He drew one with a black suit with a white spider in the middle covering up the red and blue, another he'd drawn was female this one was covered black and white with a hint of magenta around the eyes and the biceps as well a bit in the inside of the hood.

' _Speaking of the hood; that reminds me I'm going to need to clone this body to make sure Ben Reilly and Kaine are alive not to mention I have to make sure I take care of that clone degeneration for Kaine. If I recall correctly he was the most aggressive out of the clones due to that fact. But about that girl clone Jessica Drew well if the original Drew girl is around that means the female clone can't have that name, I keep forgetting who were the other clones but I'll figured it out later…'_

He made a costume for Cindy more importantly he figured out the problem for that scarf mask; he kept it the same with the webbing over all of her body from the neck to the knees covered in black for the legs and arms with two red finger-tips for both the right and left however the figure that wore the Silk costume had another mask covering her face completely while the scarf was around her lower half of the face with the top allowing the hair to flow freely. That was the problem when wearing a half mask if the villains were smart enough to look you straight in the eyes they could potentially recognize you in civilian form so problem solved.

He looked at one of the other female figure wearing a red and yellow spandex suit with the black widow insignia colored in yellow, _"Poor Jess…right now she's in the hands of Hydra probably inside that incubator, I'm going to need Fury's help in locating her before any damage is done…"_

As he finishes his drawing a familiar redhead sneaks up behind him, inching her way making sure that the boy is lost in his thoughts before she touches his back.

" _Boo…"_ Peter jumps in his seat, spins around with a fist ready to attack, his supposed attacker muffles a giggle from escaping her mouth as she takes a seat in front of him.

" _Geez, MJ why don't you give me a heart attack…"_

" _I'm sorry I couldn't resist you look too nerdy with whatever it is your working on."_

Peter tried to put on his best playful anger face that he could muster, _"FYI: I was working on some sketches on various costumes one day so I will be a very famous designer for a major company."_

Mary Jane squealed in glee, _"Oooh, let me see, let me see, let me see…"_

Handing over his sketch book the redhead teen flipped through drawings, she was amazed while confused. Amazed at Peter's artistic ability as she read the names of each of the following costumes, Classic Spider-Man, Spider-Phoenix, Dusk, Insulated Suit, Spider-Man Unlimited, and Symbiote Spider-Man. She was confused because there was no clothes or anything that said he wanted to go into fashion designing so what gives?

" _I don't get it where are the clothes?"_

Peter nudges with his finger to her to lean in close, _"Remember when I said that we can change the world with these powers?"_ The red nodded her head, _"Well these costumes are for just for that reason."_

Mary Jane blinked rapidly, _'Are you saying you want to enter into this crime-fighting lifestyle of a vigilantly? Peter that's insane you can't just take the law into your own that's the police job, not yours!"_

" _Who said I wanted to be a dark and brooding type of character who goes around with guns blazing just because my kid and wife were murdered by some notorious crime lord figure known as the Kingpin?"_ Peter shake his head, his eyes never leaving her green ones, _"No red, that's not who I want to be. I just want to help people who are in danger in suffocating in that fire, I want to stop that guy who has that helpless man or woman in a mugging, I want to catch that person from falling off that skyscraper I want to be a hero who does the right things."_ Mary Jane looked at him skeptically, Peter shrugged leaning back in his chair, _"Hey if you want to join me that is up to you no one else is going to make the decision for you my dear Watson. You have been given a gift that most would call a burden, I'll be frank with you we didn't ask for these powers, I certainly wasn't looking for them. Now that we do have them are just going to let people get because of that?"_

 **(Chibi poofs in: Don't believe him folks; he knew what he was getting himself into.)**

The red head looked at the sketches once again processing what the nerdy teen said, she flipped the book until she came across her name. She swallowed as she saw herself beautifully drawn with her face unmasked in various costume and poses, Peter didn't miss not even the slightest detail when it came to her features he got her completely with her hair, face, and assets in certain ways that left her breath in her throat.

The first one she saw of the several of the costumes was her in a mostly white spandex with red that reached around the shoulders to the middle section of her chest going around her hips like a pair of sweatpants, with red shoes and a red mask in her hand. The second one was a bit darker red with a black jacket covering her with a zipper obviously showing in the middle of the red spider. In this picture her face was fully covered by a red mask while her hair was free, it was a mix of red and black between her arms and fingers as well on the thighs to the knees; the red spandex spots at the tip of the toes where it is white.

The third was a bit more revealing at least around the abdomen, the color red was still there for the shirt and pants only this time it had a yellow spider in the middle of the chest as well wearing a backpack while wearing brown gloves with some bandages on her forearms. The mask had half of a widow symbol while the goggles maintained a light blue tint revealing her eyes. Finally, she stops at the second to last one with a red mask covering her half her face allowing her to breathe better, hair flow while it reached her bellybutton or an inch after. She saw that the figure who represented her had red shoes on that reached almost to the knees while her hands had black gloves with the red expanding to her elbows.

"Wait, turn the page." Peter said

She did, the last drawing was basically similar to the lined spider of Peter draws only this drawing had the spider insignia wrapping around the shoulder with lines covering the face and arms with half a red and blue boot.

After five minutes of gazing dumbfounded on the drawings MJ looked at the brown haired teen, _"You have too much free time on your hands."_

Peter chuckled as he patted MJ on the head, _"That's what happens when you have a brain like mine along with artistic ability."_

Our female protagonist slapped his arm playfully as they both laughed a little too loud, earning them a 'shush' from the librarian. Once they muffled their laughter Peter got up from his seat and went to fetch a book.

" _But really it's up to you if you want to help out with this or not. I'm not going to force you into joining Mary Jane but the invitation will be opened for you."_ Peter said as he returns with a book called "Principles of Sewing". He takes copious notes on how to sew a costume, they sit in silence for a little while.

Mary Jane breaks the silence, _"Are you going to say the same thing to Gwen and that Cindy girl?"_

" _I am…"_

An attractive girl walks past the both of them; she looks over to where the redhead is sitting questioning her to why she was hanging out with the nerd. She saw what the geek was doing, began to laugh silently until the redhead called her out on it.

" _You know you never know when it will come in handy one day, your clothes will be ripped and mommy and daddy won't be there to fix it for you."_

Suddenly the book slams closed on her fingers this earned a pained glare from the redhead. Peter looks at her sheepishly, "Oops…sorry…"

Many of the students could not believe their eyes if they haven't seen it, the most popular girl in school was actually hanging out with the nerdiest guy in school and not to mention his companion Harry Osborn. News traveled fast around the school and when it finally reached Flash and his crew, they decided to confront her. Jaws dropped almost immediately to the floor when they saw Mary Jane and Peter and Harry having lunch together at the usual spot Osborn and Parker sit, the three of them were having a good time laughing and talking.

After lunch MJ was at her locker alone dialing her combo when suddenly she heard footsteps of Flash and his crew as well as Liz's voice behind her, "MJ are you out of your mind?"

"Good afternoon to you too Liz." She said not bothering looking at her, "What are you referring to?"

"We saw you and that freak Peter Parker having lunch together again all nice and cozy, are you trying to kill your reputation?" Liz ask incredulously

The girl slammed her locker with annoyance; she had just about enough with people looking, questioning her soon to be friendship with Peter. She spun around to face her the clique she was used to hanging out with, well with the exception of Gwen, who mouthed, **_'I didn't want any part in this they forced me.'_**

"Peter has his flaws, yes." Her tone was dangerously spiced with anger, "But he is a good person at heart, who has been trying to be a good friend to me recently, if you don't like it, that's tough! If you would stop teasing him and start to know him better than you would see what a sweet and hilarious guy he is and yes can be a little corny which is fine by me."

Without a second thought, she turned and walked to class with Gwen leaving the group joining her, "I could only imagine look of shock on Liz's face."

"Yeah, those guys are a bunch of jerks, what did I ever see in joining that group, I will never know."

"You can say that again."

* * *

Geometry class

A teacher is explaining a math equation "To find the area shown by this triangle, we must use the formula of ½ base time's height. As you can see my students the width of this triangle is 24 yet we do not know the segment of the height that represent it…"

Cindy couldn't help but think about what Peter said to her about her powers even though she should be paying attention to the teacher.

 _Flashback_

" _Please…" Cindy hugged him tightly scared for her life as she trembled under his embrace, "Help me…"_

 _Peter rubbed her back gently, "Look I'm scared too about these powers Cindy…" He pulled her away from his body cupping her chin lifting it so they were eye to eye, he saw the fear in her eyes pleading for an explanation that would give her a sense of relief, "You have to maintain a strong posture you're changing into something more…"_

" _What do you mean?"_

" _Let's just say you, I and the two girls weren't looking for this, something else is coming and we have to be ready for it, we are going to be very important people in the near future." Cindy brow furrowed even further, "I can help you with these powers; train you if you will let me, these powers aren't a burden unless you want them to be."_

" _I just want them to go away." She whispered_

 _"Hey…" He pulled her once again into a warm embrace, the Asian girl rested her head on his chest listening to the sound of his heartbeat it soothed her a bit, "I hardly know you however we can be friends I'm going to leave my home phone number with an address for you in case you seek me out. I will take it as a sign of trust between you and me, however it's certain you can't wish these powers away unless you have a formula means to get rid of it." He got up while lending a hand to her, "One day you are going to be something important as I said if only you let that happen Ms. Bride." The raven-hair teen looked at him weirdly, he smiled without a care in the world after that statement then he added, "Look, I'm going to tell you right now sooner or later a man is going to be looking for you by the name of Ezekiel Sims don't tell him I told you I don't need people looking for me. He tells you the same thing with these powers only he'll lock you in a bunker and you won't get out until the next 13 years."_

" _Why? Why would he do that?"_

" _You're being hunted…"_

" _Hunted?"_

" _Seek me and you'll find out the truth." He went for a pen and paper that was on her dresser, after scribbling what he wanted he goes to the window after patting her on the shoulder, he stopped right when his foot touched the base, "Whatever you do don't go with Ezekiel no matter the cost if it can be avoided. Trust me he'll want to help yet you within a bunker won't mix plus what's coming is inevitable."_

 _End of Flashback_

The Moon teenager had more question than answers she reached into her pocket taking out the piece of paper. Her eyes narrowed, she wants answers and she was going to get them one way or another though what did he mean that something was coming was inevitable?

"Ms. Moon" The teacher called out

"I need to figure this out…"

"Indeed you do Ms. Moon now can you tell me what it is that you need to do in order to figure out the height of this triangle using this formula?"

The teen looked to where the teacher is pointing towards on the board, she bit her lip as she looked towards the equation of A=1/2 h*b. Her eyes gazed towards the figure of the triangle where it had on the two sides a 20 and the bottom 24 while the middle was a right square with a line in the middle.

"Uh…12?"

* * *

At home Parker residents 4:50 pm

"… _ **And so Crusher Hogan continues to offer $3,000 to anyone who can stay just one round in the ring with him for three minutes!"**_ The voice came from the announcer from a local wrestling community, Aunt May shook her head in disbelief, **"Wait Hogan is now offering $10,000** _ **to anyone who can stay just three minutes with him."**_

"Oh, that dreadful wrestler! I wish someone would put that big ox in his place."

Ben jested, "Maybe our boy Peter should take him on seeing how he is so fit."

"Benjamin Parker!" She gasped

"What? I was only kidding"

"Actually I might give it a shot."

"WHAT!" Both his relatives looked at him as he saw the shocked jaw dropped facial expression on their faces.

"What did I say? With my spider strength, I can easily put him down."

"Peter Benjamin Parker, I forbid you to even use your spider powers for personal gain!" Aunt May chided

Peter face turned with one of mock annoyance, "Geez Aunt May don't be such a killjoy it's not like I'm going to be going full on maximum spider on the guy beside I'll be wearing a mask the whole time so people won't see my face."

"Young man don't you dare talk back to me like that. I said no."

"Why not?" Peter challenged, "I could help you, Uncle Ben and Aunt May, the way you helped me. Maybe I might get a job later down the road to help pay some of the bills while you're retired. This might help a little, the bills aren't exactly free, I mean, how are we-"

"Paying bills is my job, not yours," Ben said in a firm voice getting up from his seat

Peter growled lightly, "I just want to help."

Uncle Ben kisses him on top of the head, "We love you for that, kiddo. We really do but you should be focused on your school, not this."

"I'm sure if mom and dad were able to see this I'm sure they would have agreed with me." The Alternate universe young adult knew he casually threw it out there yet the awkward silent was deafening it wasn't everyday he asked about the original's parents even though he knew who they are and what they were, _'I maybe inhabiting Peters body but that doesn't mean that I'm stupid when it comes to his family tree, I know for a fact that his parents were either S.H.I.E.L.D or government agents the question is now raised whatever happened to Teresa Parker? Peter's supposed younger sister, where is she?'_ Ben stiffened while Aunt May looked surprised at what her nephew just said, he continued, "We hardly speak of them at all what exactly happened to them?"

"Here we go again..." Ben sighed

"They worked for the government, didn't they?"

"It was a plane crash, son. Nothing more, and nothing less."

"There's got to be more the story than that Uncle Ben, I can see it in your eyes did they even mention if I was going to have a sibling?" Peter asked turning to his supposed uncle, "A little sister maybe?"

May shifted uncomfortably, "Why do you ask?"

"Don't know maybe it's because I'm tired of not being in know now as well as being alone more like being alone but hey that life right?"

( **Cue Frank Sinatra That's Life song as chibi starts to sing; 'That's life! That's what all the people say…")**

May swallowed yes Richard and Mary had talked about having another child they were going to try for a daughter to join the family, "Peter you're not alone you have your uncle and myself, don't ever say that you're alone." She got up embraced him tightly, "You're not alone."

Peter placed his forehead on her shoulder, he wasn't crying he was hiding the fact that there was a mischievous smile on his face, "I'm still going for that wrestling money."

"Peter Parker!"

The doorbell rings, the trio looked at one other no one was expecting company so who could that be? Ben went answered it to be face to face with a young woman.

"Hi, is Peter here?"

Ben grinned from ear to ear as he said, "Peter your girlfriend is here to see you."

"Who now?"

Peter rushed over to be face to face with Liz Allen, the brunette was not happy in the slightest especially after that girlfriend comment. The young bitten genetically altered boy raised a brow he wasn't sure what to make of the situation; _'I get that Peter was attracted to Liz in the comics but this is ridiculous wasn't Harry supposed to marry this girl? Oh well, better see what she wants…'_

"Please come …" He stepped aside when her feet entered, it was obvious that she hasn't changed out of her cheerleading uniform so when he looked outside he saw that his uncle was talking to another man apparently her father, "…make yourself at home."

"This is where you live?"

"You got a problem with that?" He asked, "Were you expecting something else?"

Liz spun, her eyes studied Peter posture; he was not amused by the comment still her parents raised her better to insult someone else home so she wisely held her tongue instead said, "No it rather humble."

"I don't know whether to take that as a compliment or an insult…"

"Peter…" Aunt May warned, "Be nice."

"Sorry…" He said to his aunt may

"Hello dear…" She kissed the girl on the cheek who returned it, "Would you like a glass of water?"

"No thank you, Mrs. Parker…"

"Please call me Aunt May; Mrs. Parker makes me feel old."

"Okay, then Aunt…May…"

The older woman smiled as giving Peter a knowing wink, Peter raised a brow questioning her to why she was winking at him.

"Alright to my room for study session…"

"Remember kids try not to keep your hands to yourselves." Aunt May said with a laugh, Liz turned a bright red color while Peter went with the gag. In a Shakespearean voice, he said, "Why my dear aunt…you foiled my plan to deflower this young maiden, come my dear Allen we must drinketh from the fountain of knowledge least our youthfulness would disappear."

The laughter from the older woman was heard, she heard the footsteps disappear up the stairs when the door closed.

Ben came into the kitchen, "So what I miss?"

* * *

In his host room, Liz watches uninterested as he finishes up preparing the desk for the study session but apparently, not everyone was ready. "So what brings you here? It couldn't be for a social call Liz because you hate me with a passion."

He flopped down on his rolling chair staring at the brunette who sat down on his bed dropping her bag on the floor looking very bored, she pulled out her phone beginning to text someone; "Our stupid science teacher wants you to tutor me since you Mr. Geeky know a lot and always get an A+ in that class so here I am forced to hang out with you in order to pass his stupid class."

"Well when you stop texting your friends on the phone then maybe you'll pass the class, however, I don't think you want that to do you, Liz." Peter said calmly, "It's really not my fault you are failing."

She put the phone down eyes narrowed looking at his stoic face, "Look let's get this over with so I can move on with my life."

1 hour later the A.R. young adult was getting frustrated with this girl, he had been trying to explain how the biological system work in the organ system or body system which a group of organs that work together to perform a certain task with little success to get this teenager off her phone, he gritted his teeth _'It was a good thing that she backed up her iPhone into her computer, I'm about to do something very drastic.'_

"This chapter Liz is about how biological system interact…" He said annoyed

"Anything in there on how biological system is boring?" She sneered still texting

"Right, because that will help so much in a class in order to pass it."

However, she ignored him giggling at a text message Flash sent, Peter's eyes dropped half way he got up from his chair snatched the phone from her hand.

"Hey give that back!" She cried, Liz tried to reach for the phone, Peter was quick as well as stronger then the girl held her back with his five finger-tips to the chest. The next thing he did was crushing the cellphone using his spider strength, Liz was in completely stunned mouth agape.

"Wha…why would you do that!" Liz shrieked, "That phone cost $500 dollars!"

"This can be replaced!" He growled, he held up his textbook pushing it in her chest which she grabbed stunned, "This cannot be replaced! You only go through school once after that it's finding a job that can suit you. Look this tutor thing is for you not me so when you are ready to learn let me know otherwise get out of my room and get out of my house…" He opened the door, "If you are still here than I will know that you are going to take this seriously if not good day to you Ms. Liz Allen and I hope you fail for the year, no one is going to hire a brat for the job who can't do a simple task like pay attention."

He stormed off downstairs while tossing the broken phone back to her side. Liz stared still at the empty space, this was not shy or geeky Peter that she knew. Who was he and where was shy, timid, crushing on her Petey…wait a minute Petey? No it wasn't Petey, no way in her mind would she call him that! Whoever this was is not to be trifled with, the tiger let out a roar and it was not ignored.

"I cannot believe he did that." Liz sat back down on the bed, she thought for a moment, "He really was being patient with me so I guess this serves me right."

Peter grumbled when he came back 3 minutes later with two cups of water in hand. Liz was still there still in a daze then he said, "Are you ready to learn or are you going to waste my time?"

"L-learn…" She found her voice, she took the drink when he offered it

"Good…now it's 6:05 PM I want to be done by dinner time so let's focus or else you can leave." He jerked his thumb to the door, "I have no patients with people who will not put the effort in when they need it the most."

* * *

OSCORP 6:09 PM

In one of the main lab's scientist, Curt Connor along with Mr. Storm has been studying their genetically modified eels. They wonder how is that they were going to harness this energy to make it as an alternate source of consumption a more clean version of energy instead of relying on Coal or fossil fuel.

"We've been forced to increase the filter for the bioelectric filter."

"Excuse me, we?" A man in a blue jumpsuit said

"Pardon me we've been forcing Max to help with the increase of filter output.

"Just saying…"

"Curt?"

The scientist turned to face a woman with light red hair, "I'm going to pick up Billy from soccer practice."

"Alright dear, I need to stay behind and wait for Max to finish up."

"Okay, see you home." The woman kissed her husband on the cheek leaving them to their studies

Curt returns to a microscope as he studies the man known as Max started to unhook one of the panels for the filter. He struggled a bit so he relented his drill powered tool on top of the machine. As he struggled to pull the drill started to shake its way across filter Curt noticed it.

"Max wait!"

It was too late, Curt and Dr. Strom watched in horror as the electrician was electrocuted when he reached for his power tool on the sparking controls. The scream of agony was deafening as he was smashed against the tank which burst right after due to the sheer electrical shock that was happening.

The screams got louder and louder until finally, it stopped, there was an eerie silence that ensued after, Curt couldn't risk himself to check on the down man the floor was still lively with electricity so instead, he raced for the phone.

" **Thank you for dialing 911 this is Kat, what is your emergency?"**

* * *

 **LXD: Still reediting the story**


	4. Chapter 4

**Disclaimer:** **Spider-Man and other Marvel-related characters and content belong to Marvel Entertainment/Disney anything else belongs to me**

Chapter 4: Enter wrestling

Saturday 7:00 AM

On his bed, two Danskins spilled out of a plastic bag, one-midnight blue and the other a deep red, "Red and blue my two most favorite colors in the world how I love thee…" Then a thought came to him, "Maybe I could do Alex Ross costume as well as a backup costume, yeah that could work…"

With a razor knife Peter begins to cut through the blue fabric, then the red, and finally, he cuts through a nearly-opaque white mesh he's going to use for the eyes. With a black marker, he draws a big black spider outline in the middle of the red fabric while drawing the lines that will represent the web lines, "This is where I will put the mesh line but for now the lines will stay with the black marker."

He leaves that alone then he goes to the desk, "I was going to poke Gwen's brain to make web shooters but that will have to wait for the more advanced shooters." Sparks fly, as Peter has dismantled several Zippo lighters, watches, and assorted old jewelry and is silver-soldering them together in a new way. He picks one up, blows on the solder, and puts it around his wrist, "Or maybe I can ask either Reed or Tony…hm hard decision."

It's hinged in the middle, right underneath a small, delicately mounted nozzle that swivels in all directions. Peter closes the wrist-bracelet around his wrist, right over his biological spinnerets.

A knock was at the door and he spins a web landing it perfectly to open to reveal Aunt May, "Peter what on earth are you doing this early? I smelled something burning from downstairs."

He held up his wrist, "Making a little something that way I don't spray webs all over the place."

Aunt May carefully examines his wrist feeling the texture of the bracelet, "You destroyed your watches? Peter do you know how much your uncle and I spent on those?"

"Old watches Aunt May I am not that careless with the newer ones."

The older woman sighs, Peter was a smart boy though she wasn't sure about him having superpowers. She gazed upon his handiwork it was mostly metal for the bracelet with a piece on top that extended two inches from the edge of the palm to a little under on the main artery, she saw that it was also storage but for what? She took note that the handle fits perfectly in the palm of his hand with buttons at the tip of it.

"Why do you have buttons?"

"I'm glad you asked." He beamed, "I call this little contraption a web shooter. Made from two wrist watches; these babies allow me to make sure I don't accidentally spray webs when I am eating, drinking or even in a fight…"

"Peter…"

"Just saying…" He held his hands in defense, "Anyway what I envision for these web shooters is to combine them with natural elements such as ice, electricity, and fire to add it to this mini storage which will run on cartridges. The hand-wound solenoid-needle valve on each web-shooter is actuated by a palm switch; this, in turn, is protected by a band of spring steel which requires a 65-pound pressure to trigger it. I could go on but I don't want to bore you with all the tech talk. Of course, I'm going to need Gwen's to help with some upgrades down the road I only made the basic unit but it couldn't hurt to have more brain power."

"What do you mean you need 'Gwen's' help? Peter, you are a brilliant young man with a bright future ahead of him, what do you mean?"

"Let's just say I wasn't the only one bitten."

"Peter, what happened on that field trip?" Aunt May sat on the bed, "Tell me who else has powers."

Peter held four fingers, "I'll tell you starting with yours truly…" Three left, "Then it was Gwen Stacey…." Two fingers, "Mary Jane Watson…" One finger, "Cindy Moon…"

"Are you saying that these…these children have your powers…?"

"Not exactly my powers I mean who knows what kind of power they have or will have in the near future all I know is; the four of us are connected somehow. Not sure how but I can sense them like they can sense me or each other. It's quite magnificent to obtain such power…"

"Peter tell me the main point."

Peter shrugged, "Short version four teenagers have superpowers, I'm the only who told his relatives while the others not so much with the ability to sense them."

May paused for a moment, "What are you going to do?"

"Train them…" Peter had a mischievous face on, "But first…can I please face Crusher?"

"Peter…" May warned sternly

"Come Aunt May I'll only hold back enough…"

"The answer is no."

"I could help you."

"We discussed this, no."

"Please?"

"Nothing you can do or say is going to change my mind."

* * *

Junkyard – 9:00 AM

That talk he had with his aunt went smoothly, he made a deal with his aunt, let him wrestle if she hears that he broken anyone bones from the amateur then she could clip him from doing superhero antics, she agreed begrudgingly. Now Peter stands in an abandoned junkyard, experimenting with the spinnerets that have grown in his wrists without the use of his bracelets. He's set up a row of targets of varying sizes about 50 feet away. He managed to send a text to the three girls to meet him, he only hoped that they wouldn't kill each other when they got here or a matter of fact kill him since it was still early in the morning.

He tries to hit an old television set. Misses wildly. Tries something larger- a '68 Plymouth Duster. Not even close. Peter let's a small tsk escape him, "I did it the first time when I found Cindy why is this happening now…" Putting his bracelet back on he tries again this time with great success on hitting the old TV, pleased with himself he found an old washer machine decides to sit on it to wait for the others. It was a few minutes he saw a familiar raven-haired girl fuming walking towards him grumbling under her breath.

"…Better have a good reason for waking me up this early to be here or else I'm going to punch him where it hurts the most."

He saw a familiar raven-haired girl fuming towards him, "Salutation Ms. Moon."

"Can it Parker I'm ticked off that I had to wake up early just so I can see what you have to show me."

"Geez aren't you a bunch of sunshine this morning."

"I'm not a morning person."

"What was the first hint?"

Cindy growled at him, went to slap him off the machine but he flipped over her head grabbing her arm, she went for the other one but it was immediately caught quickly. She was spun around her arms locked in 'X' position in her chest while her body was close to his. Peter made sure Jr. was still asleep or else this would have been very awkward on various different levels.

"It's too early for this Cindy I get it but bear with me okay,"

Cindy grunted as she struggled against her restrainer, "You like all this struggling don't you."

' _Oh, dear mercy don't start with that…'_ He could feel his face heat up, "No what it's to you?"

She paused a moment taking one glance back, she saw it in his eyes he enjoyed having her very close though he was trying to be polite about it, she smirked. 'Accidentally', she rubbed against him now the boy blush grew redder as he felt himself twitch.

' _Damn! I thought Felicia was a flirt!'_ Peter was now amused, _'Well two can play this game…'_

Peter went for her neck.

"What are you…OH…Oh…oooo" Cindy moaned as he kissed her neck, then she felt him let go while his fingers went to her back. She sighed as she felt the knots in her back loosen as he started to massage her back, "Had I known…oh…that you were good….ah right there….with your fingers….I'd seek you out…oh my….a long time ago…to be my personal masseuse."

Peter felt himself go hard so he positioned himself for her not to feel Jr., he felt her press even harder to him _'This girl is going to be the death of me, between Gwen, Mary Jane and Cindy or heck even Felicia I don't think I could control myself even if I had the symbiote. If she keeps up her erotic moaning and groaning I don't think I'd be able to...'_

He stopped mooching of her neck, he could hear purring as his finger went across her backside the raven-haired teen was in a daze unconsciously releasing pheromones. The male teen felt himself shifting losing himself to a primal instinct. He could hear the words, take her, and take her over and over in his head pounding like the jungle drums. He steeled himself, _'Do not commit adultery, do not commit adultery, DO NOT commit adultery! Damn it this is getting hard!' This is getting hard to not!_

Perspiration started to form on his brows, the war felt like it lasted for an eternity yet it was a few short moments. He couldn't take it anymore whipping the Moon teen to face him, the young Parker claimed her lips as she protested.

' _Lips so soft…'_ He thought, grabbing her thighs she was lifted up while she held on to his neck while wrapping her legs around his waist, the brunette male trailed his kisses from her lips to her right side of the cheek down to her neck. There he sucked on her skin earning a soft moan from her, "Meomchuji mala..." (Trans: 멈추지 마라. Don't stop…)

The girl gave him better access to her neck as he hungrily devoured it, her breathing was fast he bit her still what really was surprised when a hand gave her a squeeze on her lower half. She gave a small 'eep'…she wanted to punch him knock those teeth out for doing that action; weirdly she too aroused to throw him off her. The alternate reality adult was fighting with the unknown pheromones in the air that was arousing the both of them. Cindy wanted more that much he could tell still he refused to take it further beside heavy make out, something held him back a bit he could feel it yet he felt himself slipping more they engaged.

Cindy found his shirt loose end so her hands roam around his firm back and chest, she lifted it up exposing his upper body and took a moment to see his firmly toned body she licked her lips as she kissed his chest area. Finally, he couldn't take it anymore and removed her blouse, he noticed that she was very athletic built, her abdomen was lean showing firm muscle tone with a revealed blue bra holding her 'd'ecent size cups, and he hoisted her up while she wrapped her legs around him once again they were locked in tongue wrestling match kiss.

Gwen enter the junkyard the blonde eyes widen in shock as she came to the scene of the two making out, hands expolring theri exposed upper body she growled lightly, something primal was telling her to mark her territory and take her mate. Gwen's lips tighten, as she saw their shirts on the ground… first of all why was she having these thoughts? Second why are their shirts on the ground? It wasn't any of her business so why did it bother her so much, then she reasoned well you were out in public getting a feel and underage to be doing anything intimate she let it go on for few more moments. She saw that a hand went up to the girl's chest that is where she drew the line. She got into position quietly, it was a good thing that she had a water bottle or else this would have escalated further. The cap was open she aimed to fire the glob of water the reaction was instant as the two sputtered or yelp from the cold beverage.

"Who what? Oh hey, Gwen when you get here?"

Cindy slid off feeling very threatened by the blondes mere presences she went to the girl, "You, back off! He's mine now! Understand!"

"Personal space!" The blonde places her hand between them, "It's really not your thing is it? Please put you shirt back on since you are in public space!"

Cindy looked down quickly covered herself since she was showing more skin then she wanted to Peter quickly grabbed her by the arm pulling her back covering her, "What she meant to say was her name is Cindy and it's a pleasure to meet you."

Gwen eyes them both carefully, she felt something between them like the day before with Mary Jane she felt this weird sense that drew her to Peter, what in the world was going on and why Peter and this girl not wearing their shirts?

Finally putting his shirt on, "Let's wait for MJ."

A good 30 minutes later Mary Jane arrives, as she does she notices tension in the air, Peter steals glances at a dark-haired girl while she steals them back blushing a light pink but she scowls when she looks at the blonde haired girl.

"Um…did I miss something?"

"No, you didn't."

Peter gets up from the broken chair wiping his pants off, he rather let the pink elephant in the room stay the way it is, he's not about to be interrogated on an awkward situation.

"Our friend Peter was locking lips with her while getting a feel for each other with our friend over here, had I not stopped it would have led to some intimacy." That comment sent two message to MJ. The urge was back and now it was a bit stronger than it was before than it was with Gwen that was one, the other was she couldn't believe Peter almost had sex…in the middle of the junkyard above all the places.

"Please let's discuss who I want to have intimacy for the rest of my life." Peter deadpanned, "I don't have something that could help with that at moment."

"Hmph…" Cindy was not amused, "I'm not looking for a relationship…."

"Could have fooled me…" Gwen rolled her eyes Cindy was going to charge

"Okay, that's enough!" Peter warned sternly getting in between the two quickly, "If you two need to relieve tension do it elsewhere, I called you out here for the sole reason that we are all changing into something more."

"So what exactly do you want to show us?"

Gwen forgot her little squander for the moment as Peter lifted his left wrist showing off a bracelet?

"You called out here to show us your latest fashion?" Cindy growled

"Not exactly."

THIWP

SPLAT! A direct hit on a Coke can fifty feet away. The girls saw a thread coming from the gizmo Gwen was impressed, "May I see?"

Peter tossed his right bracelet towards Gwen's eye scanned the web shooter it was ingenious despite its basic structure design, "If I had to guess this is what going to help us from shooting webs all over the place. These buttons right here on the handle, I guarantee the needle valve on each web-shooter is actuated by a palm switch; this, in turn, protected by a band of spring steel which requires a 65-pound pressure to trigger it. The switch is situated high in the palm to avoid most unwanted firings. They need the right amount of pressure to activate to let loose the webbing while the storage area for something else."

"Got it in one go."

"English for those of us who can't speak nerd?" Mary Jane spoke up

"In others, words with the right about of finger pressure webs shoot out however there is more than meets the eye with this little trinket."

"Oh, so how many did you make?" Mary Jane was eager to make sure that those webs don't spring up again unannounced

"Two for myself I want your opinion on how your bracelet will be like…I need your measurement before I begin breaking more watches…" He looked the dark-haired girl, "Unfortunately for you Cindy you won't get any."

"What! Why not!"

Peter scratched the back of his head, how in the world was he going to tell her that she could shoot webs from her fingertips. An idea struck him making the sign of the web, "Do this on that car over."

Cindy followed his hand sign then looked at the car he was talking about. It was piled on top of 10 destroyed cars, she mimicked his hand gesture, no web fired from her wrist. She tried again with the same results no web fired.

"Trying pointing two fingers and concentrate."

"This is a waste of t…"

TWIP

The web smacks into the side of a car that's been crushed. Cindy pulls, not knowing her strength pulls the entire tower of wrecked cars begins to tip over toward them. He lunges forward, instinctively, and pushes the stack back upright.

"We are going to have work on strength control," Peter said as he landed

Amazed and delighted she spins around like a gunslinger, shooting webs in all directions, giddy. Another web, splats into a milk container a hundred feet away might it be with pinpoint accuracy, "That was awesome."

"I've got a proposition for all of you, well MJ already knows but with these powers, we can protect this city."

"You mean like a superhero or being a vigilantly?" Cindy ask

"Yup." Peter made a motion with his head and finger signaling he was thinking for a response, "More in the lines of being heroes people who look up to us in time of need. Like Captain America during World War II, it will be an adventure of a lifetime and with this comes our first Pokémon." Peter said the last part in exaggeration causing the one of the three to giggle a little, while the other two snorted "We'll first catch a Pikachu and study how it electric sparks work followed by a Staryu."

"I always wanted one of those." Cindy was pulled close to Peter with his hand extended towards the horizon

"Then join me Ms. Moon and together we will be the unstoppable duo of tag team conquering region after region and let's not forget prize money while the other are mere support character." He turned talking to Gwen who was not amused by the comment, "Imagine meeting the Fantastic Four or the rumored X-Men heck I'd like to meet Tony Stark in his Iron Man suit…."

Mary Jane scoffed shaking her head, "Peter the X-Men are a myth what are the possibilities of running into them or Tony Stark or even the so called Avengers?"

"I'm just saying it could be a possibility, I'm not saying it will happen overnight just anything can happen." He let the Asian go

' _I let him kiss me, massage my back which was divine not to mention grope me. I had a bad break up with my ex-boyfriend so why am I feeling this way towards him.'_ Uncertainty creeps up on her she didn't want to look for another boyfriend at least not now, _'I'm just going to tell him upfront that I'm not interested now yet this pull towards Peter it feels unnatural...what going on…'_

"So what do you say about being this city protector?"

* * *

Moon Resident 9:30 AM

Nari Moon hummed as she flipped another pancake on her frying pan, she sighed in relief. She found out yesterday that her daughter broke up with Hector Cervantez. She found out one day that they've been dating since October it didn't sit well with her. Like any parent she wanted her daughter to be successful in life after all Cindy does have eidetic memory since she was a child though as of late Cindy wanted to play hockey with her boyfriend well ex now. She frowned, of course, it had to be with another girl that Cindy came home with tears in her eyes, she didn't want to add salt to injury but what was said was said and needed to be heard.

"That girl can so impulsive…a trait from her father I guess."

Albert was a kind soul yet he knew about the relationship and didn't say a word to her which irked her the wrong way which got into a heated debated with her husband. He was supportive of the relationship, he told her that Cindy is sooner or later going to be leaving the nest so he allowed the secret relationship to continue.

She countered that Cindy will have that experience after she completed her studies not during her teenage years which are the most crucial parts of her life. It almost leads to a shouting match had their son Albert Jr. not walked in from school. They silently agreed that they'll discuss the matter later, they want their children to grow up in a non-hostile environment.

"Peter Parker…" She said the name, she was curious about who this boy was. Cindy phoned a strange phone number asking for him, she heard small talk from her daughter as she gave her the cell number to call. When she confronted her daughter about the matter she told her that he was young high schooler she met during the expo, nothing more nothing less, "We'll see if that's true."

"If what's true mom?"

With a turn of her head, she saw her son rubbing the sleep from his eyes, "Nothing Albert just thinking about your sister."

"Yeah…" He yawned, "She left pretty early this morning."

"She said she was meeting this Peter Parker person not sure for what though." She hated that of her daughter, keeping secrets from her they used to talk a lot when she was younger now it felt like she was estranged from her a total stranger.

"Pancakes what's the occasion dear?"

She smiled, "Can't a woman cook for her own family? It doesn't have to be just for a special reason."

She finished the last batch placing it on a plate on the table which was loaded with various foods with fruit such as watermelon, strawberries, and apples followed by some toast, rice, eggs and finally pancakes.

"Jal meokgesseumnida" 잘 먹겠습니다 The family said then they began to eat

"Honey do you know where Cindy is?"

"She said something about meeting a boy named Peter Parker not sure where though. I wish she would just open up like she did when she was a child."

"Maybe if you weren't strict with her then I think she'd opened up."

"Albert we are not having this discussion at the table."

"I'm just saying." He said taking a bite from his plate, "You seem to be pushing her harder. Did you find out about what caused the destruction of our doorknob?"

This she couldn't deny and the doorknob she…

 _Ding-dong_

The train of thought or family time was interrupted Albert wiped his mouth to answer the door when it opens a man in a suit with white hair smiles as he introduces himself, "Mr. Albert Moon Sr.?"

"Yes…"

"My name is Ezekiel Sims I was wondering if I can speak with your daughter." He said

Albert grew alarmed, "She's not here at the moment she left to meet with a friend."

This surprised the man "Where is your daughter? It is grave that I speak to her, as a matter of fact, may I come in? I have something very urgent to tell you concerning the safety of your daughter."

* * *

Back at the junkyard for the last thirty minutes Peter was playing tag with the three girls, he wanted to see who was the fastest a test of agility if you will. Right now it was his turn to be it and he was chasing down Gwen who was giggling madly, while the other two were right in front of her. So far he learned out of the four he was third fastest compared to Cindy and Mary Jane. The redhead was fast on her feet yet lastly Gwen was the slowest of the bunch which made her an easy target to tag. Still there was the matter of crime fighting while Gwen had much little to no interest in it however she did want to get some training with her powers, Mary Jane was reluctant but agreed that helping out would be beneficial. Cindy was going to do it with him because she wanted to learn.

She hopped from platform to the next, Peter wasn't gaining as if he wasn't trying. The trio of the girls paused it was MJ who spoke up teasing him, "What's the matter bug boy can't keep up with us? Are we too fast for you?"

Peter landed on top of an old washing machine cat-like stance, "On the contrary Ms. Watson I'm just giving you a head start before I unleash my devastating weapon yet."

"Oh, what weapon would that be?" Gwen replied smiling this was the most fun she ever had in her life to date

A devious smirk plastered on his face he reached his shirt giving a swing to the hips as he sang, "I'm sexy and I know it…"

The girl's breath caught in their throats as they saw a well-toned athletic build to the teen with lean muscles and a six-pack. He put his shirt down quickly they were momentarily stunned; it was all he needed to leap.

"You jerk!" MJ cried with a laugh they meant to scatter but he tagged one of them with a web line to the feet thanks to the help of his bracelet.

"Tag you're it, Gwen."

"That was foul play, Parker."

"All is fair in love and war Ms. Stacey…" He said patting her on the cheek

"You'll regret that…"

"I look forward to it." He gave her a peck on the cheek, a blush formed on her face

"You tease! When I get out of here you are so going to get it!" She heard his laughter as he jumped away, she grumbled with a smile on her face looking for something that would cut the webbing. Cindy and MJ though afar were not amused by the antic.

Peter settled down his laughter as he hid from view in a broken shack, he peeked from the opened door, Gwen landed where he was moments ago she scanned the area before she leaped to find the other two. A hand touched his shoulder and quickly he spun fist ready to punch the person, he stopped when he saw Cindy.

"Give a man a heart attack why you don't you."

"Are you going to kiss every girl you come into contact with?" She asked, "Quite frankly I'm not amused by the way you kissed me or groped me or even took off my shirt."

"Okay I apologize for the groping part along with the shirt take off but the kiss I don't." He said looking out for Gwen, "To answer your question it was friendly kiss not that type of romantic kiss."

"Yeah right."

"I'm serious, if I had to choose between the three of you girl to date I'd go with you," Peter stated in honesty as he faced her

"Wait what…" Cindy was taken aback as well as honored that he would choose her but she wanted to find him in the first place to set some ground rules first, "While I'm flattered by the offer I don't want another boyfriend."

"Though it's none of my business, care to share with the class?"

Cindy eyed him, "I found out that my boyfriend cheated on me with another girl."

"Ouch…"

"Yeah…"

Cindy demeanor was downcast as she sat down on the rusty metal wall pulling her knees to her chest, "I've been dating him for six months thought we might go places eventually, guess I was a fool to think something like that."

Peter sat right next to her, hesitantly he brought his arm around her shoulder pulling her to him; she rested her head on his shoulder not resisting when he wiped away a few tears rolling down her face, "You are pretty girl Cindy, whoever this guy was didn't truly deserve you. You are smart from what I can tell from your demeanor even though you try to hide it. A little impulsive sure…"

"Hey!" She sat up

"But nonetheless cute." She blushed a pink tint from the comment, "I can understand if you don't want a relationship right now after what you been through but if somewhere down the line we become an item I'd like you to know that I'll be as loyal as they come."

"You'd wait for me even though you don't know me?" Cindy questioned, "How do you know I wouldn't be looking for someone else? I mean take a look at the example you just provided."

"Respect is given to all but trust takes time to build." Peter smiles at her, "Look I'm going, to be honest here; I like you…in fact when I first saw you it was love at first sight." In his mind, ' _Or was it the comic books when I first saw…because that relationship was forced.'_

"…"

"I can understand if you want to friendzone me for the moment; I'll wait as long as I have to in order for that building block of trust to become friends or even more if you would allow it if not well it's okay." He captured her lips with his own as she responded wrapping her arms around his neck as he cheated a little by releasing a unknown few pheromones of his own, they broke apart forehead touching when they needed air, "There is more to me than meets the eye; trust me in time I'll reveal who I really am to you."

Using his spider-strength in his legs he hoisted them up as he pinned her to the wall kissing her, a small moan escapes her lips as Peter once again claims the right side of her neck.

"Please…don't tease…m-me" She gasped, "Not now Peter…please, I don't want this now…I don't want a relationship…just be…my friend!"

He relented still he held her in place, her legs wrapped around him for support when their foreheads touched he saw the pain of heartbreak in her eyes.

"Very well, I'll be your friend but I'm not doing no friends with benefits I'm a one woman type of guy so I'll like to have a strong commitment with you."

She nodded, "Time will only tell…"

He caressed her cheek tucking a loose hair behind her ear, a small cough interrupted them. They saw both MJ and Gwen with frowns on their faces arms crossed while the other with a brow raised hands on the hips. Peter looked between the two of them, "We've got to stop meeting like this…"

* * *

It was 10:50 AM and the Parkers were on route to the wrestling arena

"I can't believe I let you talk me into this." Aunt May was not happy to say in little words as she rode in the car with the family silently fuming, she looked at the rearview her nephew was giddy clutching the brown bag containing his wrestling uniform.

"Oh don't worry Aunt May it's not like I'm going to hurt him too bad, just a broken rib here, a fractured funny bone there and a broken femur bone that's all." Ben chuckled at the joke while May tried to keep her scowl on failed as a smile crept on her face.

The old Chevy Caprice pulls over at the curb, Peter is about to open the door when he is stopped, "Peter remember don't overdo it."

"Right." He got out of the car

"Pick you up on this corner at six o'clock!"

Peter waves and heads off down the street, walking against the tide of wrestling fans as his uncle pulls back into traffic. "Now where is she?"

Peter uses his other sense to locate a certain blonde, whom he asked to come with for a little research he feels Cindy in anger. He shakes head this girl was angry with something or in this case someone, he's been practicing with his 7th sense feeling, observing the emotion of his fellow female spiders, he knows he's been getting stronger with it as well as spider-sense.

' _I've got to give this 7th sense a name.'_ When he concentrated on Cindy he felt her anger, he wanted to try something new, _'It's a good thing I'm a pacifist instead of a fighter or being passive aggressive or this will be really difficult.'_ He concentrated on her signature sending waves of calmness towards her at first he felt her jump in terms of signature due to the foreign influence however she relaxed as thoughts of calmness flooded her. _'That's it girl relax, listen, don't do anything absurd.'_

So concentrated he was that he never noticed Gwen come up to him, he jumped without shrieking, face turning pale. Gwen was amazed at how white a person can get when shocked, "Damn Peter I'd never guess you can get so easily riled."

"Only when I am fully concentrated on something, notice anything with Cindy?" Gwen frowned, "Don't give me that didn't you sense her?"

"Yeah, she's pretty ticked off." Gwen stated as a matter of fact, "So is there a reason why I had to tell my parents that I was meeting you at the library and what with the brown bag?"

"Correct, I'm trying to calm her down seems like it is working for the moment." Peter smiled, he then looked at the line, "Let's head over to the library I've got a lot of things to discuss with you and this brown bag is for that."

Gwen follows his finger, she looks at the entrance of the wrestling arena, "You can't be serious."

"Deadly serious." He laughed

Within the library, Peter hunches over a microscope, while Gwen looks both ways, makes sure nobody is watching she taps him, then shoots a little jet of web fluid from his wrist onto a slide and puts it under the microscope.

" _Take a look at this."_

He makes room for the blonde's eyes to see, she whistles lowly _"This is truly incredible. All spiders produce silks, and a single spider can produce up to seven different types of silk for different uses. This is in contrast to insect silks, where an individual usually only produces one type of silk. Spider silks may be used in many different ecological ways, each with properties to match the silk's function."_

" _In other words?"_

Gwen looks to her side, _"Here I thought you were a science major."_

He takes a moment to process the information _'Okay let's see if Peter's scientific mind can work for me here'_ , _"I think I got what you are saying; spiders use their silk to make webs or other structures, which function as sticky nets to catch other animals, or as nests or cocoons to protect their offspring, or to wrap up prey. They can also use their silk to suspend themselves, to float through the air, or to glide away from predators. Most spiders vary the thickness and stickiness of their silk for different uses. In some cases, spiders may even use silk as a source of food."_

" _You're not as dumb as you look."_

Feigning hurt he pokes Gwen in her ribs causing her to twitch, _'Ho, ho me thinks you have you have a ticklish side."_

" _Peter don't you dare."_ She hissed before she could react Peter quickly pulls her into his lap grabbing her waist with one arm while the other mercilessly tickle her side. She squeals trying very hard to not laugh it fails as he keeps the pressure up.

Finally, she couldn't hold it even with all her struggling for him to let go she laughs out loud earning shushes from nearby students, she blushes a crimson red color then glares at Peter. He snickers at her, then a thought comes to her.

" _So what's the deal with you and that Moon girl, that I find you groping her?"_

Peter shrugs wrapping his arms around her fully, _"I find her very cute. We met at the expo as you then I guess I find Asian girls very attractive." 'Though that's not all the reason why I kissed her something was affecting me…wait…'_

 _He heard a growl escape her throat he sighed, "Gwen are you jealous or this the pheromone jealous?"_

 _"Pheromone?"_

" _Do you remember how you didn't want to let me go when MJ arrived in our conversation in school?"_

 _"Yes, what about it?"_

 _"Well, what do insects give off when they want to mate?"_

Gwen thought for a moment then it hit her, _"No…"_

" _Yup…"_

" _Pheromones, the secreted or excreted chemical factor that triggers a social response in members of the same species? That same pheromone which chemicals are capable of acting outside the body of the secreting individual to impact the behavior of the receiving individuals. That pheromone?!"_

" _Afraid so."_

 _"No wonder you couldn't resist sliding your hand on her chest."_

 _"Yeah, not my best moment…"_

" _Or the reason why you wouldn't let me go."_

" _You cuddly…"_ He whined, _"I can't help if we are all affected by pheromones besides I like you girls you seem fun."_

" _Not the point. You knew something about the pheromones when I did that action not to mention you said you would claim me and MJ if the pheromones didn't stop."_

" _I knew something was affecting me but I didn't know what it was until now but you and MJ that was all you two Ms. Stacey."_ He said as a matter of fact, _"You guys felt threatened I guess when in close encounters, to be honest, I'm a helpless romantic but I'm not desperate to get laid; I'm a lone wolf. If I need to be a lone wolf for the rest of my life so be it at least I had one_ _ **friend**_ _or a couple of_ _ **friends.**_ _"_

That little part shocked was surprising, any guy who would have this ability would have any girl under his heel or in this case, both sexes can do it to each other. The emphasis on friends made her cringe, she looked at him in the eyes best she could. Peter was indeed a hopeless romantic who has a crush on Liz Allen although with his 180-degree attitude change she doubted this was the same Peter; that shy boy she heard who got beaten up by Flash Thompson.

" _So are you going to pursue a romantic relationship with this Moon girl?"_ She got off in case something more happens.

He cupped his chin thinking _"I did promise her I'll be her friend I'll do the same with you if this becomes more so be it, the same thing with Mary Jane but I doubt that would be likely."_

She nodded, then realized, "Wait why not MJ?"

' _Cause I'm tired of that girl, she thinks she knows better than anyone else and I can't stand the fact she later goes to be with Tony freaking Stark….well I could really careless.'_ He shrugged, "I just don't know if I'm going to find that one thing in common for the both of us and I really do want to have friends I can count in case I'm in a pickle."

She smiled rolling her eyes paly fully _"You are impossible Peter."_

He scratched his head blushing, _"Still the pheromones can be used to seduce or as a deadly weapon we'll have to control it."_

" _Right."_

" _Which is why I called you here; out of three you are the most leveled headed after Maryjane."_

" _We'll have to run more studies on our bodies."_

" _Right for scientific purpose."_

" _Riiiggghttt, you just want a peek show….ow!"_ Gwen rubbed her wrist it was red with nails engraved. Peter pinched her, she saw that he was not amused by that statement his ears a little red, _"Sorry…geesh you didn't have to pinch me that hard."_

" _When you make a stupid comment like that's where I draw the line."_

" _Such a prude."_

" _I've been raised right I would like you to know."_

She rolled her eyes, _"So what's in the bag?"_

* * *

The ARENA 11:10 AM

A costumed amateur wrestler slams into the wall of a cage match ring in the middle of a small, hot, dusty arena. The wrestler groans in agony, a referee jumps in to stop the match as Crusher Hogan, six feet nine if he's an inch, three hundred pounds of pure muscle, roars at the crowd, standing over the broken body of his fallen challenger.

Peter and Gwen are on top of the balcony as she watches in horror at the fallen man, guards hurry to a few gates in the wall of the cage, unlocks it, paramedics rush in to help the helpless amateur.

"Peter…"

"Hmm…hmmm."

"You're insane."

"Eh, I've been called worse."

An announcer steps forward, grabs a dangling microphone. "Seventeen seconds?! Seventeen seconds, ladies and gentlemen! Is there no one who can last three minutes in the cage?"

"Time to sign up." He walked away

"Peter you're going to get yourself killed!" Gwen ran after him

 _Sign-up sheet_

There was a line filled with anxious wrestlers wanting to take on Crusher Hogan. They all wore different costumes, some were without shirts and one person, in particular, was for whatever reason was wearing a suit.

"NEXT!" a female voice called, Peter and a nervous Gwen came up to the receptionist, the costumes consisted of two pairs of white gloves, Navy blue sweatpants, a dark red sweater with a spider in the middle of the chest, and a mask that only covered 95% of the head, well except the eyes. The wrestling receptionist looked at both of them strangely, "There is no featherweight division here, small fries some other time. Next!"

Peter stopped her before she put their names on the reject list, "No, no, hold on! Sign me up!"

Sighing, the wrestling receptionist looked at the determined teen in the eyes, "Okay. You understand that N.Y.W.L. is not responsible… for any injury you may and probably will sustain while participating in the said event and you are indeed participating in your free will?"

"Yes." He said

Sighing again, she pointed with her pen, "Down the hall to the ramp, and May God be with you."

"Amen to that sister." He wrapped an arm around the worried blonde.

They left after they heard her say, "NEXT!"

In the ring Crusher threw Devastator out of the ring this average size wrestler landed by the railing that held back the audience. The muscular wrestler began showing off his muscle for a job well done. The referee grabbed his arm as the bell rang, "WINNER!"

"Are you ready for more?!" The ring announcer shouted through a wireless microphone, as the crowd roared in excitement as the brawlic wrestler stood on opposite side of the ring ready to take on any challengers.

"Will the next victim, please enter the ring at this time? If he can withstand just three minutes in the cage with Crusher the sum of 10,000 dollars will be paid to..." He turns and gestures to the ringside the spotlight flicks on. Two Guards open the cage doors wide as Peter climbs to the top of the stairs, into the spotlight. The Announcer checks them out, leans over covering the microphone with his hand, "What's your name, kid?" He looks at the ring grinning as Peter responds

"The Amazing Spider-Man."

The announcers pulled down his glasses in astonishment as he turns around facing the cover teen, "Not bad kid could be better but not bad."

"Thanks."

Clearing his throat, he spoke into the microphone, "The sum of 10,000 dollars… will be paid to… the terrifying, the deadly, the Amazing Spiderman!"

As 'Spiderman' made his way towards the ring the crowd booed and threw popcorn at him. Gwen was amongst the crowd biting her nails praying that her friend will be okay. Though as he made his way down four women wearing bikinis bra and short skirts got into his face.

"Hogan going to chew you up and spit you out, little man." One said

"Hope you brought your mommy with you." Another said

"We're going to break you up and slam you against the ring." A third said

"I'm going to rip eight all of your legs one by one!" A fourth one really got in his face and he pushed her back the crowd gasp watching it on the big screen

"Get out of my face!" He webbed her foot in place, "And stay there."

The women looked at his back, he was going to pay for that. The three continued to berate and belittle him as he reached the bottom of the ring. Paramedics took Devastator away to the

The young adult stuck in the 15 year old body took a deep breath as he entered the ring, taking a deep breath to calm his beating heart rate.

The audiences fired up chanted, "KILL HIM! KILL HIM! KILL HIM!"

The metal cage groaned to life as it slowly made its way down to the ring, Peter looks up with his heart racing a mile a minute. He heard the announcer as it finally made its way to the bottom, "Will the guards please lock the cage doors at this time!"

SLAM! SLAM! Two huge barred doors clanged shut right behind Spiderman, startling him.

"Is it too late to back out now?" CLICK! CLICK! Keys turned ceremoniously in the locks; "It's too late." He deadpanned he scanned his area he was sorely at a disadvantage with space, "Kind of reminds of Wrestle Mania 2000."

"Hey, freak show…" Hogan roared, Peter gestured with his head, "You are going nowhere…I got you for three minutes, three minutes of play time!" That last comment caused Spiderman's eyes to twitch. A bell rings and the fight begins. Crusher does his usual roaring thing getting the crowd hyped.

Spider-Man swallows, hovers at the edge of the ring, "This guy is terrifying."

Roaring again, louder, expecting Spider-Man to lunge at him. Spider-Man scratches the back of his head not sure on what to do. The Crowd cheers wildly, calling for Spider-Man's immediate destruction. Hogan is happy to oblige, hurls himself across the ring, three hundred pounds of brute force.

Spider-Man's wide white eyes pop even wider and whiter. At the last second, he leaps, straight up into the air. Hogan passes under him, rebounds off the ropes, and Spider-Man lands neatly on his shoulders. He grins, confidence growing, fast.

"Not a bad costume, what is that, Spandex? I used Lycra for mine and it itches like crazy. Do you know a department where it doesn't rise up to the crotch area?"

Hogan attempts to back fall, to crush Spider-Man under him, but our hero is too quick for that. He stretches out a wrist and shoots a web straight above him, to the bars at the top of the cage, twenty feet up. The web sticks there, and when Hogan drops to the canvas, he is alone.

He blinks, the wind knocked out of him. Directly above him, he sees Spider-Man, dangling upside-down from his web, miming checking his watch, "Would you look at that half passed a hair. I think the express to hairy town just left."

Fury was in him as he yelled, "What the hell are you doing up there!"

"Staying away from you by the way that's a cute outfit did your husband give it to you?"

He screams in anger and leaps to his feet to catch the boy by the ankle. Spider-Man flips over his head landing cat style on the ground Hogan charges at him. Spinning two webs back to the ceiling he flips over his head as he crashes into the ground.

"Hey, Crusher finish him off!" He grins wickedly as one of the women hands him a chair

"Spider-sense…WHOA!" Peter turns around in time ducking under a chair, Hogan misses wildly as he spins for a moment. He regains composure to see the kid in the top right cage as he says, "Maximum Spider."

"Maximum Spider…what kind of a move is that?" Hogan got his answer when he was lifted up from the ground with an uppercut, Peter knew he had to slow down enough for this to be fair so he became a little blur of red and blue Gwen saw him as if he was moving in slow motion throwing punches and kicks like no tomorrow. The crowd went silent as they heard punching kick and pained screams from Hogan.

They couldn't believe he was twirling in midair until Spider-Man comes down from twenty feet above yelling, "Hey bonehead timber!"

With the canvas beneath him, Hogan is pinned. The Crowd freaks out as flashbulbs pop. Spider-Man raises his arms, triumphantly, "Ahh…show biz…"

The crowd roared with excitement as the ref comes in counting, "1, 2, 3 that's it, that's it, WINNER!" He grabs Spiderman's arm

The announcer once again spoke into the microphone, "Ladies and Gentleman give it up for the new champion Spiderman!"

The crowd roared as they began to chant his name, now a new feeling rushed as he stuck both arms in the air being praised by the crowd, Gwen jaw dropped, "He actually did it."

It then registered, "He won, HE WON!" She along with the crowd chanted his name.

"Spider-Man, Spider-Man, Spider-Man, Spider-Man, Spider-Man!"

* * *

Upstairs the administrative offices

At the arena the promoter put a 10 100 bill into Peter's palm who is still wearing part of the costume only his mask off. Gwen was still giddy after the fight couldn't believe the turn of events.

"Now get outta here." He said as he continued counting his money

Peter was a bit baffled by this, "A 1000 bucks that's it? Hogan said 10,000 thousand!"

"Check it again, web-head. It said 10 grand for three minutes. You pinned him in two and a half. For that, I'll give you 1000, and you're lucky to get it, wise ass. You made my best fighter look like a girl out there."

Behind them, a squirrelly-looking guy slips into the office behind Gwen, hair dyed platinum blonde, "That is a load of crap now cut the bull and hand over the 9000 that's not fair, I want that money!"

The fight Promoter did not care and wanted him gone; "Are you for real kid? I missed the part where that is my problem."

Peter stares at him for a long moment, burning with rage, he wants to punch this guy right in the nose, he trembles at the conflict as his hands curl into fists, he could put him right through the wall if he wanted to but Gwen holds him back.

"Let's go, he is not worth it." He turns and leaves with the blonde

Peter and Gwen walk away down the corridor; Peter clutched the lousy 100-dollar bills, muttering under his breath as Gwen put a hand on his shoulder. They are nearly to the elevator when they hear shouts from behind.

"Hey! What the hell do you-"

They turn to see a silhouette move violently in the frosted glass window in the door to the administrative offices. The Promoter's shadow is thrown violently to the floor, while the door bangs open hard, shattering the glass, and the squirrelly-looking guy races out, clutching a canvas bag. He is a common thief.

"Help! Police! That guy stole my money!"

A cop approaches from one end of the corridor. The elevator dings as its doors start to open, and the thief takes off down the hallway toward it. The cop gives chase, calling ahead to teenagers, "Hey, you two! Stop that guy!"

"Leave it…" Gwen said

The alternate universe man knew better spins his two webs one slamming the guy towards the wall, the man groans in pain, while the other towards the bag of money giving it Gwen.

The cop arrives. "Thanks."

He places the man in handcuffs walking away, as Peter says "No problem officer."

The promoter comes rushing out of the office, a large red welt growing on his cheek, "Nice going kid now hand over my money."

"First things first, pay me what you owe me on top of another 10,000 for stopping that guy."

"What!" The promoter couldn't believe what he was hearing

"You are a dirty businessman and I won't be cheated out of my earning." Peter confronted him, "So unless you want me to web you to that wall and walk away with this money pay me what you owe me!"

The promoter ground his teeth fist clenching and unclenching, "Fine."

It was 8 when they were outside of the arena Peter walks away satisfied with $20,000 in hand. Before the two got any further Peter turns around and says, "May no one come through these doors again."

Gwen was perplexed at this but didn't say anything as they walked in silence, Gwen with keen eyes looks to see two men, "Hey isn't that your uncle's car?"

Peter looks up indeed it was Ben car and he was with someone masking up he runs towards, the two men are unaware as Peter jumps from half from the street to a nearby building. Peter sees the gun pulls it off the hand of the robber who is none of other than, _'Flint Marko the Sandman.'_

"Hey, gunslinger you know you were pointing it in the wrong direction right?"

"I'll take it from thank you very much." Ben hushes his nephew. He turns to the man, "Look sir just go home be with your family."

An image of Flint daughter comes towards his mind, "Wait a minute how do you need?"

"Wha…"

"Your daughter she's sick isn't she?"

Flint was taken aback, "Look we all make bad choices, your desperate father in need how much?"

"I…I…5,000."

Peter takes the stash splitting it 50/50, Gwen arrives wondering what was going on "Take 10 and stop with these robberies you look like a decent man, not a criminal."

"I…I don't know what to say." Flint takes the money

"Thank you for starters and your welcome," Gwen stated

A single tear slides down his cheek, he wipes it away "Thank you, you don't know how much this means to me. How can I repay you?"

"Get yourself a decent job," Ben said

"I promise you one day I will repay you for this kindness, this money will help pay for my daughter's medicine." Flint thanks them once more walking away with cash in pocket

Ben patted his nephew back, "You did well today Peter, that man life will be changed forever."

"It is better not to repay evil with evil who knows what would have happened if we just told him no or even worse if starts robbing a bank? I would rather let him take some money then do something worse in the future."

Ben chuckled, "You did well tonight Peter, I'm proud of you."

"Oh by the way…" He spins a web pulling Gwen towards him caressing her cheek, Gwen blushes a shade of red "Uncle Ben meet Gwen Stacy, Gwen my Uncle Ben Parker."

"Pleasure to meet you, Mr. Parker." Gwen sticks out her hand red in the tint

"Pleasure all mine little lady." Ben shakes her hand with a knowing grin

* * *

Parker Resident 11:59 PM

Aunt May couldn't believe it Peter had won the prize money sure he gave half the money towards a man who daughter was sick which was good it proved that they were raising a selfish less boy.

The split was 3000 for Peter 7000 for the two elderly to pay the bills, once everything was settled down Peter was smiling at his aunt, "See I told you I would hold back."

"I'm sorry Peter I've should have trusted with this thing a bit."

"Water under the bridge," Peter said hugging his young looking aunt

"You certainly gave me quite a scare though." Aunt May confessed, "So what are you going to do now?"

' _Just like Peter in the comics after he learned that with great power comes great responsibility, I'll be the Spider-Man.'_ He took a breath, "I'm going to use these powers to help people under the guise of Spider-Man."

Before anything else happened the door was rapidly knocked on the door was heard, the trio looked at each other they were not expecting company. Peter went and answered.

"Hello…Cindy, what are you doing here?"

Cindy made no response her head was down, she had a back pack filled with some stuff as well as luggage.

"What's with the luggage?"

When she looked up Peter eyes widen, her eyes were red and puffy, "Peter…"

She dropped her bags glomping him she buried her face in his neck, she sobbed. He wrapped his arms around her, "What happened?"

She shook her head, she was in no mood talk about it. Peter held her tightly rubbing her back, what on earth happened?

* * *

 **LXD: Alright chapter 4 edited and done  
**


	5. Chapter 5

**Disclaimer:** **Spider-Man and other Marvel-related characters and content belong to Marvel Entertainment/Disney anything else belongs to me**

Chapter 5- Enter Spider-Man

Flashback Yesterday Night

 _"Hello…Cindy, what are you doing here?"_

 _Cindy made no response her head was down, she had a backpack filled with some stuff as well as luggage._

" _What's with the luggage?"_

 _When she looked up Peter eyes widen, her eyes were red and puffy, "Peter…"_

 _She dropped her bags glomping him she buried her face in his neck, she sobbed. He wrapped his arms around her, "What happened?"_

 _She shook her head, she was in no mood talk about it. Peter held her tightly rubbing her back, what on earth happened?_

 _Aunt May came around the corner, "Peter who is this?"_

 _"With all due respect, Aunt May now is not a good time for 20 question." Peter said letting the girl go grabbing her bags, "Come inside Cindy."_

 _The girl moved forward wiping her tears away, she sniffled while trying to keep what little dignity she had to yet failed to do so, "I'm…ss-sorry…f-for…d-disturbing…but I…didn't know…where to g-go…*cries*…"_

 _Aunt May pulled the girl into a gentle hug, she cried in the older woman's bosom feeling arms wrapped tightly around. Aunt May gave a look at her nephew to tell her what in the world was going._

 _He got the message quickly, "Her stuff is going in the guest room; I'll be down in a moment."_

" _Come dear into the kitchen I'll make you a nice hot tea." While leading the way Uncle Ben made his way up the stairs_

" _So who was that?"_

 _"I tell you when we are downstairs." His nephew replied as he sat the luggage's down in a corner._

 _Quick as lightening Peter dashed towards the kitchen, Uncle Ben had a question look, "Never seen him move that fast before for anything."_

 _Cindy sipped her tea, when she heard thunderous footsteps come down she looked up gingerly to see a blur stop in front of her._

 _Peter was very concerned when Uncle Ben entered the room, all eyes were on the male soon to be spider hero. With a sigh he cleared his throat, "This is Cindy Moon, she was at the expo with Gwen, Mary Jane and myself who also is developing spider powers. Cindy these are my relatives Benjamin and May Parker, they are aunt and uncle."_

 _The girl silently nodded her as her way of saying hello, her attention was once brought to the boy in front of her, "I don't mean to pry but what happened?"_

 _With a deep breath, Cindy placed her cup a tea down on the table, sniffles still claiming her "My parents…kicked me out…of the house"_

 _"How awful!" May exclaimed, she placed two supportive hands on the girl's shoulder, "Why would they do such thing to a pretty young lady like you?"_

" _Because I'm a freak of nature!" Cindy replied harshly her demeanor cracked, "I-I webbed them up when they told me Ezekiel Sims came looking for me. He was at my house…"_

" _Ezekiel!" Peter knocked over the chair startling both his relatives "Cindy don't tell me that they were thinking of…"_

 _Her head bobbing up and down was the confirmation he needed, "I got angry when they told me." She paused, "And then I felt you trying to calm me down it worked only briefly it, one thing leads to the other and then it turned into a shouting match and through my frustration, I webbed both my parents to the wall. They freaked, my mother called me a freak, a mutant spawn from hell and she told me to leave the house by tomorrow morning and that Ezekiel could have because they disowned me."_

" _You poor girl."_

 _Cindy once again lets the waterfalls consume her, "I-I didn't…want to be locked away…"_

 _ **'That's not good with Ezekiel looking for Cindy that only means one of the inheritors are on the move looking for the Spider-Bride which means Spider-Man is about to get an early appearance.'**_ _Peter thought_

" _Peter who is this Ezekiel Sims?"_

" _Uh…"_ _ **'Think Fast parker!'**_ _He mentally shouted, "There's ,not much I know about him I just know he is into a lot of mythical stuff not sure what though something about Spider-totems or inheritors."_

" _But you told me 'something else is coming and we have to be ready for it.' Is this spider-totem that something?"_

' _ **Got me there…'**_ _He nodded his head, "Which is why you are going to stay here with us if that's okay with you Aunt May."_

 _End of Flashback_

It was Sunday the next day in the morning Peter, Aunt May and Uncle Ben are back from church, Peter sighed when he walked in, 'I didn't realize that Peter's aunt and uncle were Catholic, not there's any wrong with Catholics just not my cup of tea, back in the real world I'm more used to Pentecostal or evangelical type of services not mass, Ugh never again. Good thing I finished the suit yesterday night even though it took me until 2 in the morning to finish. Wonder how Cindy is doing?'

Peter quickly went through door upstairs quickly to find the guest room still occupied, quietly he tiptoed over to the sleeping girl. Her face was in a deep frown, a tear trail found itself on her cheek, the young man wiped it away gently as he could. Regardless to say when May called the house to ask for the parents of the said child they immediately said that she was not their child, also within the next day or two, they would be seeing a lawyer to legally hand over custody to Cindy into their care. Let's just say some very strict non-colorful words were used to make the parents rethink their minds but they didn't want to hear her at the moment.

He gave her a quick kiss on the cheek stroking her in the same spot, she stirred yet not awoken; the Parker teens eyes narrowed thinking back to last night as well what her parents did to her. It wasn't fair to do this but how you react if something like happened to every child wasn't it the same problem for all the mutants around the globe?

Cindy had no desired to sleep alone so she slept with Peter, (No not that kind of sleep! :p) not wanting to be alone for the night so he spent the night with her on his chest while the said teen was rubbing her back until she was entirely sleeping at ease until he picked her up to put her down in the guest room.

" _Ezekiel is going to find you here eventually I'm going to have to convenience him to have you stay with us and let me train you myself if possible."_ He whispered, just then a sound that reassembled a loud thunder was heard causing him to jump but if you were not from this dimension it sounds more like something a portal opening

" _I don't remember that forecaster saying thunderstorm was going to be in the forecast for today or boom tubes opening."_ Peter looked back Cindy stirred slightly yet not awoken. Quickly as he could, he was tip-toeing out of the room silently closing the door, then rushed downstairs towards the back door then he looked up, yes it was cloudy with a bit of dark gray within them, "Maybe I should have paid more attention."

A soft groan was heard, his eyes scanned the area it rested upon a figure unconscious on the dirt grass three feet next to the shack. Peter steps on a metal which clanks beneath his foot, he picks it up examining the weapon.

"A sai? A ninja or an assassin?" He looks around making sure that the neighbors are not watching then again it was still pretty earlier as he puts the weapon in his back pants belt. With a questioning look, he walks towards the sprawled figure on the ground with the hair pooling around the ground partly while mostly covering their face, from what he could tell, it was a girl and apparently she was not wearing any clothes save for a piece of loin covering her privates.

Crouching to the downed girl he turns the figure it reveals a woman but not just any woman; "Elektra!" Peter gasps, "What in the world is she doing here?"

The boy's eyes scan her body it was quite the body she had since the curves were in the right places apparently whatever brought her left her marked mostly with some type of bruises and scorch marks.

Not wanting to have thoughts of perversion or allowing himself to have a feel he quickly spun his webs covering more of her like a blanket, once it was done he lifted her up bridal style to bring her inside the house.

"Are Peters adventures mostly like this?" He questioned, "Well it's not every day you find a sexy assassin sprawled over your backyard…"

He paused at the door, was it really safe to bring in someone inside the house being an assassin? Elektra was trained not only by her mentor which the names escape Peter, she was also trained with the Hand if memory serves correctly making her quite deadly and unpredictable.

He gave out a huff, "Why me?" Backing up he went to the basement door if Peter's memory served correctly which luckily it did the basement wasn't connected to the main house so he could hide her there for the time being if she allowed it. He placed her against the wall as he opened it, once that was out of the way he proceeded to make his way down with her over his shoulders.

It was dusty in here so a sneeze was inevitable, there was a small light switch at the bottom of the staircase so when flickered on the place shone; it was mostly cemented walls with a few pipes here and there along with some cobwebs in corners of the basement. A chair was in the middle of the room so he placed her down there after checking to make sure no bugs were hanging about.

The young woman head fell limply to her side when seated, he lifted her head giving her a hard look; "This Elektra is about late teens early 20's, and I have to say she is very beautiful. I could kiss that face still that doesn't answer why the grass was a little scorched or why is she here?"

He gazed around the room it was big enough to hold a mini gym with or in this case some science equipment if needed, it also included two separate rooms. "It's separate from the house which is good no one will interrupt me when I figure out some stuff with the web shooter not to mention I could set up a few things down here, I'm going to call Harry to see if OSCORP has any old computers that he can donate."

Another boom happened outside followed by a streak of light then heavy rain, Peter turned to see the water on the steps he closed one of the basement door, "Thunderstorms, if it's one thing I will not do in this crime-fighting career, is going out in a thunderstorm to risk my life sure with spider senses along with spider reflexes it can save my life from lightning strike I guess. Better yet I will have to cross that bridge when I do, right now I have important things to take care of."

Then Aunt May's voice called before he finished closing the door, "Peter! Are you out here sweetie?"

"Yeah! I'm in the basement!" He shouted

"What are you doing down there?"

"Just decided to check something out down I'll be in the house in a moment I want to see something I might have an idea for this hero business." It wasn't a complete lie he just didn't want to explain how an assassin ended up in their backyard

"Okay, it looks like it's going to be a terrible storm so don't take too long."

"I got it." He said with that he closed door, going downstairs.

Elektra stirred signaling that she was about to wake up when the young assassin has awoken, she looked around the room. "Where am I?"

A hand went to her head it was hurting like crazy, "What am I doing here? Why is it so cold?" She gasped when she saw that she was half naked, "Where are my clothes!?"

"Welcome back to the land of the living Elektra." A voice said, her gaze saw a young man who looked oddly familiar yet she couldn't place him who was he? Who was this Elektra?

"Who are you?" She asked, "Whose Elektra?"

This stunned him momentarily "My name is Peter Parker, you're in my basement next to my house I found you lying on the ground naked. For the record, you are Elektra Natchios daughter of the ambassador from Greece right?"

Her head pounded, her ears started to ring she couldn't remember anything, "I don't know I don't remember is that my name it sounds more like electric."

"You've got to be kidding me, you don't remember anything?"

Elektra gave him an annoyed look, "I'm not joking! I have no idea who I am or where I am or how the hell I got here! I don't remember anything at all!

Peter wasn't buying it for a moment assassin were tricky take a look at Ezio or Altair from Assassin Creed. He wasn't going to be fooled; this could be a trick, however, the way she presented herself it was almost believable. It was in the eyes, her eyes told the story she was telling the truth. She was genuinely worried, truly confused about the situation like a little lost puppy.

' _This is a shocker an assassin with amnesia. Still, I have to be very careful assassins are known for feigning things when it's convenient for them to gather information. This must be a different Elektra from an alternate universe; with the multiverse being so big I wouldn't be surprised if she was from another dimension. Still, I could use this to my advantage I can make part of my team in the near future. For the time being, I guess Harry is going to have his hands full to create fake documents for this girl not to mention I'm going to have to dye her hair a different color.'_ As he thought this the amnestic assassin gave him a question, _'Red would definitely suit her well as highlights.'_

"I'm sorry I was in a daze what did you say?"

"I asked you who are you to me?" She asked innocently, "Are you a relative?"

Peter shook his head crossed his arms then sarcastically replying in a joking matter, "Your boyfriend."

railroad was news to amnestic Elektra, _'Boyfriend? I have a boyfriend?'_

"Look this is all new to you and I'm going to need you to stay here for a little bit is that okay with you Elektra?" He asked

Her brow furrowed, why did she want to be locked down here in someone's basement? She wanted to see where she got some air to clear her head unless…she had devious little smirk plastered on her face one that alerted Peter to her.

' _I , don't like that look in her eye.'_ He swallowed dryly

"So you want to keep down here?" Peter nodded his head very slowly, "You know it is raining outside just the two of us down here all alone, just me…"

She swayed her hips, Peter felt his lips go dry his heart beating a little too fast for his taste he knew signs all too well and mentally prayed _'Oh dear mercy don't let me take this girl right now.'_

She pressed herself against him her chest against his chest, she felt so good. He wrapped his arms around her waist, her arms around him looking at him very seductively giving him a kiss on his lips, they broke apart when she said; "And my **boyfriend** …taking advantage of me…"

His breath caught in his throat; _'_ _ **S**_ _ugar,_ _ **H**_ _oney,_ _ **I**_ _ce,_ _ **T**_ _ea…'_ Oh why, oh why did he say that to her, _'Have mercy on my soul why I did say that? Now she really thinks I am her boyfriend! This is not going to get complicated, no, not at all, not at all.'_

He pushed her away, shaking his head, "No Elektra…"

"Stop calling me that name! It sounds weird!" She said frowning

"Okay, how about Erika?"

"Erika…" The name rolled off the tongue smooth she smiled, "I love it."

She was about to kiss him again, when he placed on hand on her lips while the other pushed her away from a little, once again he shook his head, "Elek…er…Erika stop, I don't know you like that, in fact, I hardly know you at all." Her demeanor faulted a little, "You're a beautiful woman heck I would do what you just said but I am not about to knock you up just to have a little pleasure. I'm sorry I couldn't live with myself if that would happen not to mention I'm a minor you are at least 18 or 20 years old so you could go to prison for having sex with a minor being charged in the third degree serving up to 25 years in prison. Not to mention it would not be pleasing to my conscious or my Aunt's May little heart or my personal conviction."

She gave a small 'tsk', "A mamas boy are you?" She still held that devious smile, "I guess I'm going to break through that mama's boy demeanor to show you a life on the wild side but you are right I could go to prison, though not if we keep it a secret…"

This girl was relentless she really thought that he was her boyfriend, this was going to complicate things with Cindy; especially her since he promised her that he be her friend later boyfriend if she allowed it. The Asian was attractive however with all the sexy Marvel girls running around through his mind it was going to be a nightmare trying to keep his lips, hugs, affection and strong posture in check.

"You're welcome to try." Peter said removing her hands upon him, "I also like someone else so it wouldn't work between us plus I don't want conflict between the two of you beside yourself has amnesia nor will I entertain the idea of a relationship with you."

This didn't sit well with the young amnestic assassin, she licked her lips looking at his, she let a small chuckle escape her lips, "I may have amnesia, yet I guarantee if I wanted something; I go after it. So even if I have to wait for you to be older I will I'll be patient for now."

Once again she wrapped himself around his neck then she blew into his ear, a shiver went down his spine. He swallowed very dryly. He wasn't stupid nor was he blind; the girl was well developed for her age; stunningly beautiful only a fool wouldn't see that. Yet it went against everything he believed in no matter how tempted he was to touch her, claim her, make her scream his name.

He looked deeply in her eyes, they were filled with lust, desire, and mischief. _'This is not my world…"_ He thought, _'I could get away with it I could even start my own harem of all the Marvel girls both good and bad… yet in my heart…in my heart will this bring me satisfaction or will it tear my heart into pieces? Will I ever be able to live with that shame of regret, repenting of this idea to do something like this called a harem? I've read plenty of Fanfiction in my old world with Peter in a harem but me personally in another mans body willingly to do that? I would be a fool to think that there are no consequences for my actions! Only a foolish person would say that is okay to live wild and free…I'll not take that risk.'_

He closed his eyes leaning forward to claim her lips, Elektra smiled as she also leaned in to seal the fate of another kiss yet at the last moment he turned his head so she only got his cheek.

"Again I say to you are welcome to try." Peter removed her from him, "Aside from that, we are going to establish some ground rules, #1 I will have to keep you here until I get you proper documentation I literally found you outside of my house no explanation or anything, #2 No going outside or out without me…"

"Should have seen that coming…" She sighed

"…Until rule #1 is completed and you have the basic idea of how NYC works, #3 if anyone comes to the basement and they don't do this…" He demonstrated with his knuckles brushing it against a metal pipe, Tap, tap, tap, tap, tap pause tap, tap, "Hide until I can return or if I am with someone else hide still. #4 we are going shopping for new clothes once the rain stops at a later time."

She nodded crossing her arms under her bosom perking them up, Peter's mouth scrunched up yeah he was going to get out of here soon or else something was going to give. As a matter fact; "Let me see if I can find you some clothes around here."

Peter was super glad to get away from her she was 98% in her birthday suit underneath the webbing blanket he made; it didn't hide her figure either. Peter went into one of the room in hopes of finding clothing it, fortunately, he did as he saw a box that said Aunt May's old clothes.

"This will do nicely." Using his super strength he ripped open the box it was filled with clothes from, "Huh clothes from the 70's…hippies…or disco fever, fortunately..."

"You expect me to wear that?" Peter jumped when he saw her behind him

"I leave that for you to decide. Right now I have to make a phone call."

* * *

Osborn residents 10:30 Am

 _BUZZ_

 _BUZZ_

 _BUZZ_

 _BUZZ_

Harry groans as he puts a pillow on his head, he didn't feel like answering his cell phone. The buzzing continues for a few more moments before it goes to silent, he sighs in relief but then

 _BUZZ_

 _BUZZ_

 _BUZZ_

 _BUZZ_

"Alright, alright!" He throws the pillow off picks up his cell, "Hello?" He says groggily, "Peter do you what time it is? Of course, it not that early…Need me to do you favor? Okay…what you need… need me to get a lawyer for documentation for a girl you found half-naked in your backyard…WHHHATT!"

Harry shoots up in bed fully awake, "Care to repeat that again?"

* * *

Parker resident 

Peter was in his room away from ears as he talked, "You heard me, Harry, I need you to find documentation papers for a girl I found nearly in her birthday suit. The name is Elektra Natchios. Of course, I expect you to believe…you want proof? Okay, I'll give you proof but right now I can't because I don't feel like taking shower outside. You'll get your proof later and oh get your credit card ready for today because we are going shopping later once it stops raining. Oh, and we're taking Cindy, MJ and my new roommate so I'm going to need a hand carrying bags."

* * *

Osborn resident 

"You can't be serious Peter, you want to go shopping and you want to take Mary Jane, Cindy and this mysterious girl you found with us? Why should I waste my money? Of course, we're the best friend! Wardrobe change? You can't be serious…" He paused to listen to his friend, "That's a good point poindexter alright I'll pick you up around 11-11:30. Oh, how am I doing with trying to learn with OSCORP? Its slow progress but we are getting there, oh before I forget Dr. Octavius has a demo in May on the 12th you want to come? Sweet…alright, Peter, I'll see you later."

Harry hangs up his cell, throws the covers off stretches his limbs getting ready for the day, he looks himself in the mirror he has a messy bed hair, "Yeah right girl running around in her birthday suit."

He fixes his bed head towards his bathroom, to brush up. After a while, he comes out of the shower with a towel covering his parts as he goes through his drawer to find some underwear, "Alright Peter let's see what you want."

It was around noon when Harry showed up in his limo, there was two girls waiting on his front porch with Peter talking to the one dressed up like she popped from the 70's. The clothes she wore had him drooling a little since it was hippie-style blue and white print long-sleeve crop top with tie front, and matching blue and white print bell-bottom pants and some high heels. The clothes did nothing to hide her curves or the ample bosom.

"He wasn't joking…" Harry mused, he watches as Peter walks up to the door tapping the window his knuckle.

"Master Harry I would prefer if your friend didn't tap on the window like that I had this limo cleaned after the rain stopped." His driver said in an annoyance

"I'll tell him that John. Can you please lower the window?"

The object slides down, "Heya Harry what shaking?"

"We need to talk about that girl you have hiding behind you."

Peter jumps when Elektra is behind him, "We'll talk more in private when we get to the mall. You got your piggy bank ready Mr. Osborn?"

"I can't believe we are going shopping. Do your aunt and Uncle know that you are going with me?"

"They do, we decided to bring Cindy because well she going through a rough patch lately." He whispered that last part, "Don't bring anything up about her parents, it's a touchy subject."

"Got it."

* * *

Manhattan General Hospital

Connors was here since yesterday checking in on fallen electrocuted Max Dillon, he was here with the electrician little sister Lillian Dillion. She was nervous when she got the call from OSCORP that her brother had been an electoral accident, they told her that they weren't sure if Max was going to make it or not.

The doors of the room opened the doctor came out with a sense of relief, Lillian stood up quickly as the dark-skinned man came walking towards her with Connor in the back from the isolation unit.

"Dr. Brown, how's my brother Max?" She said quite nervously

The doctor sighed deeply, "It's a miracle believe me and that's a term that we cannot use in the medical field but it's a miracle. His condition is stabilized but…"

"Maybe we should let Lillie here take a look for herself." Connors interrupted

Lillian swallowed dryly as she was led towards the room what she saw gave her chills running down her spine. Her brother was completely utterly blue, crystal blue wearing a suit that had tubing allowing for electricity to run.

"Lillie."

"Max."

She was about to run and hug him but she stopped by Connors, "Max is generating bio-electricity, which is the reason why he's wearing that isolation suit that will allow to contain it as well as chip in the right side of the head for his own protection as well as the people around him."

"Oh, Max…" Lillie gingerly stroked his arm, the man patted his sister's hand

"Don't this is only temporary we'll work on a cure that gets you out of this condition."

"Least you could do." He responded bitterly

Connor looked at him with regret in his eyes, "Get some rest Max at least you have company from a relative."

The scientist and the doctor left the Dillion siblings alone with the light turned off the only light that was generating was from the body of the technician.

* * *

On Route to Manhattan Mall

Harry wasn't the usual jealous type of guy however when your best friend finds a hot chick sitting on his lap with another girl staring crossly at him then you got a problem. However, knowing Peter for an X amount of years he wouldn't dare touch a girl in fact he was a chump when it came to talking with the ladies or making a move on them. He held the girl around her waist as she leaned her head on his shoulders, he mouth to him 'I'll explain later'. It was very awkward as his friend told 'Erika' to kindly sit next to him, not on top of him.

She refused three times before deliberately shut his mouth his with hers. After that, it was Peter sitting fuming at the situation,

"I don't know whether to be jealous or have pity on the fact that you're calmly allowing a girl to sit on your lap while the other is staring dagger at you," Harry stated

"Trust me I may seem calm but on the inside, I'm twitching." The reply came

The amnestic assassin looked over to Cindy she gave a quick smug smile towards the girl which the other girl caught on quickly. Now in order for her to save face and not lose whatever patience she had left Cindy looked at the window watching the cars move by rather than see Peter with this girl, _'I'll get her later for this.'_

She didn't believe Peter when he said that she appeared out of nowhere yet here she was for who knows what else; also Mary Jane was present looking a bit miffed as well.

"Once we get to the mall you girls are trying out the latest fashion statements," Peter said with a smile

"Hmph…" MJ snorted, "Does that include that we have to model for you?"

"If you want I can get a camera with a few accessories and we can start your career early with me being your manager. How about it?" Peter said

"You're kidding right?"

"Nope dead serious." He replied then he thought, _'If I could jumpstart MJ's modeling career my chances of running into Elizabeth Braddock AKA Psylocke can increase beside I need someone I can trust to keep that I'm not from the Marvel Universe a secret which I can tell later to the guys when they are ready but a telepath is required then again Xavier could be the man for the job this is going to be a tough decision.'_ "You said you wanted to start modeling so here's a golden opportunity for you Mary Jane to jump-start your career I can create a website with my technical coding background and Harry here supplies me with old OSCORP computers as I upload photos of you wearing the latest fashion gig."

"Say what now?" Harry got out of his stupor, "You want me to do what now?"

"Like I said before I'm going to owe you the biggest favor of your life. You get me certain things I will make sure that they are put to good use."

"Peter you're asking a lot I would ask you what's in it for me but I'm afraid to ask so I'll ask anyway what's in it for me?"

He shrugged, "What do you want?"

The girl's attention was on Harry, Peter stared at him for the longest moment what did he want? Peter expressed interest in doing a crime-fighting unit to help protect this city from criminals could he really do the same? Harry thought about a moment or two later before he made his decision.

"I want to join your crew with my own set of costume."

John looks at the back through the rearview mirror, he thought of nothing of that just friend getting together for a costume party. "Kids these days."

"Alright, but we'll talk more in private about that."

* * *

The mall

Peter looked around his surrounding, "This place is bigger than the Palisades Mall."

"What mall is that?" Cindy asked

"It's only the 12th largest mall in America the first being Mall of America in Bloomington, Minnesota."

"Have you've ever been there before?" MJ asks curiously

"No, not really…" _He mentally smiled, 'Yeah, about half a dozen times!"_

"Maybe we should go there sometime," Erika says holding on to Peter's arm much to the annoyance of Cindy and MJ

"I doubt you guys know where Rockland County is?"

"Rockland County? Where is that?"

"I rest my case." He tugged on Elektra as she stuck her tongue out to the girls while resting her head on his shoulders when they walked away

"I'm going to kill that woman if that's the last thing I do." Cindy curling her fingers into a fist

"Ladies please let's not make a scene here."

3 hours later much was seen in this mall, Peter was like a little kid going to a circus, he stopped to window at nearly every electronic or geek store. Peter stopped by an Apple Store to pick up a new cell for Liz when he was questioned about it he told them that it was for the cheerleader after he broke her iPhone during a study session.

Clothes were gathered as well as there was much modeling in front of the boys especially the swimsuit. Harry could not believe that he was actually getting to see girls model in front of him he thought he was going to lose a lot of blood through the nose. This was clothing store stop number 10. However when he looked at Peter his face was stoic, completely stone cold.

"Dude how are you even looking at them with a straight face!? You are not even human."

"Practice lots, and lots of practice and praying. Trust me I may seem fine but I'm praying hard to not go back there and do something I will regret later."

Just then his spider-sense went off, "Spider-sense danger!"

A sudden gun sound was heard both boys ducked into the dressing room where a few women were changing out of their clothing to try the next set. One of them was about to scream as they saw them drop in Peter moving quickly covered the 30-year-old woman's mouth with his hand motioning for them to be quiet and he listened carefully.

"Alight then this is a stick-up! So nobody moves or else you're going to get it."

Peter snapped his figures quietly motioning to everyone to get back inside the dressing closets. He let the woman go apologizing for that handgag in a hush tone voice, both he and Harry went inside of the dresser room.

They were inside with Elektra, **"What's going on out there?"**

 **"It's a holdup,"** Peter responded

" **What do we do?"**

Peter lifted his shirt to reveal his Spider-Man suit, **"You lot stay here as I take care of the bad guys."**

Elektra was curious that suit looked familiar yet she couldn't place where she saw it or was it a different color. She shrugged it off, Harry now had a backpack of webbing with Peter's close and money.

" **This won't take long."**

Before anything else happened Erika grabbed him lifted his mask up French kissing him, Harry whistled.

" **What was that for?"**

" **For Luck…"**

* * *

Outside a girl wearing brown combat shoes, short grey pants that went to the thigh with a green overcoat with a bushy tail and wearing bunny ears was smiling as she held her pistol umbrella towards the clerk.

"Hurry up I don't have all day I got places to be and places to rob."

' _The Easter bunny? No, a cute and innocent little bunny wouldn't rob a clothing store for money would she?'_ Peter silently crawled towards her on the ceiling it was a good thing that the ceiling was big enough to get the drop on anyone about maybe 30 feet high, he spun his web into a yo-yo position, "Eh what's up doc?"

"Wrong Rabbit genius! HEY!"

Spider-Man webs the bag up to him out of her reach "This money doesn't belong to you little missy."

"Give that back." She pounced on him punching him square in the face

' _I just got punched by Lola Bunny. Awesome…'_

The girl in the rabbit suit pushed him in the ground making a break for the door, she ran as fast as she could pushing, shoving anyone out of her way.

Spider-Man quickly exit the store hot in pursuit, he spots her turning a corner using his agility he lands on the spot she turned, "That was Lorina Dodson the White Rabbit I got to stop her before someone gets hurt and might I add keep that silly rabbit in my basement; MWHAHAHAHAHAHA I need to work on my evil laugh."

A few people took a picture or video as Peter sped off using his spider agility to dodge traffic of humans. If the lenses were fast enough they would have a clear picture but alas it was a blurry photo finish including the video. Lorina looked back seeing that red and blue costumed idiotic boy hot on her trail. She lifted her umbrella firing loads of bullets causing people to go into mass hysteria running away from her.

Peter dodge, ducked and weaved out of the way from the bullets that were threatening to pierce his body. Quickly he webbed the umbrella, "I think the Penguin would sue you for copy right infringement for the gun umbrella!"

He was slowly gaining up to her but he knew if this drew out any further someone was going to get hurt. Running out of option she threw down a smoke grenade when she saw an emergency exit. When the smoke cleared Peter landed where she was he saw the door close the last inch it needed.

When he entered he look down then up, "Where did you go? You may be able to fool my eyes but you won't fool my spider-sense."

Concentrating with spider-sense he once again looked, his senses tingled when he looked upward, "To the roof then but I'll give you 10 seconds before I catch up."

He saw Lorina climbing the staircase so he calmly walked up.

* * *

On the roof Lorina burst through the door, she panted heavily, she laughed, "That'll show him…*pant*…rabbits are always…faster than spiders…also good luck…*pants*…"

She saw her helicopter that was shaped like a rabbit, she walked towards the flying machine, "I'm home free."

Right, when she threw the money along with a few stolen clothes with the door opened she failed to notice Peter coming through the door then jumping with great agility on the helicopter whirl blade. Silently he watched her as she laughed, he raised a brow.

He waited five more seconds before he said, "Silly Rabbit robberies are for felons!"

She gasped looking at the soon to be an infamous/famous superhero, he quickly jumped into the air shooting webs at her chopper. With one line hooked on her back, he managed to pull her towards him in the air before he began spinning her like a top.

"Hey! What are you…MMRRRFFF?"

When he was finished he landed on the ground with the girl mummified from toe to head only her eyes and nose were untouched, she landed with a flop, she began squirming, thrashing about, "Hmm! MMRRF! LMR MM MMFFF!"

Peter looked at his handiwork, "The webbing doesn't hide her figure at all unless I choose to do so. You know something many spiders will build webs to catch prey but there are lots of spiders who prefer to hunt, and they use their webs for other things. All spiders are born to spin. They don't need their parents to teach them how." Peter said kneeling next to her face, he stroked her cheek, "You, on the other hand, need a lesson in humility which means I get to keep you. All of these webs are designed to catch food. Since spiders do not have great eyesight, they usually use the vibrations of the web strands to locate their prey. When they do, they rush on over and wrap their victims in silk, turning it around and around until it is covered. Then the spider pokes its fangs into the insect and shoots poison into it, which turns its guts into liquid, the spider then sucks out the liquid."

"MMMM!" She was terrified he saw it in her eye

"Oh relax you drama queen I'm not that type of meta-human to do that." Lifting his mask partially he revealed his teeth, "Uk no angs!"

"Though having you on my team will be interesting, your no Black Cat but you do have skills a certain set of skills." She said something in her angry muffled tone, "That's right little bunny rabbit, you just got recruited onto my team." He lifted her upon his shoulders web she smelled of that of vanilla, "Nice perfume, it suits you. You know something Lorina I don't get why a girl like you coming from a rich family, sheltered, protected by parents with the intent on seeing their only daughter become a proper lady or successful in would want to lead a life of villainy."

"HMM!" She was shocked how he knew that she came from a wealthy family, who was this guy? Where was he taking her too?

"I should hand you over to the authorities, I should but I'm not going to do it or should I?" He said the white-haired girl looked at her kidnapper well the back of his head at least, "I don't know if you are or not going to change your habits so which means I'm going to do you a favor I'm going to lock you up somewhere where no one is going to find you as option #1 leaving you in the old abandoned rail road system or #2 leave you stripped naked in the bear wind for all to see leaving you humiliated…"

She gasps blushing three shades of red before thrashing again.

"Relax I was kidding." He snickered, "Since this is a democracy let's see what you have to say?"

He swung towards a nearby building, he set her up to sit on a unit he removed the web gag she started screaming, "YOU JERKFACE! HOW DARE YOU TIE ME UP LIKE THIS! I WILL PERSONALLY MAKE SURE YOU SUFFER A FATE WORSE THAN DEATH!"

"Oh really?" He grabbed webbing by the scruff of her neck facing her down allowing her to see on high up they were, she got a bit queasy. "Now be a good girl or else I'll throw you off."

"You're bluffing."

He shrugged, "I may or may not be bluffing." She was held close to him, "Listen let's talk calmly."

"How about no!" She used her forehead quickly allowing her to get a headbutt in the face. The next thing she knew she tripped off the building screaming at the top of her lungs. She had tears leaking down her face or was it upward, time seemed to slow down as the edge she was falling from seemed so far away.

Were this curtains for this young mischievous rabbit girl? Her life flashed before her eyes, she wanted adventure, not a pampered life, she wanted to direct her own way to become her own woman, and she wanted to breeze through this life. She closed her eyes awaiting her final destination, she was then caught by a string of webbing she fell 10 windows down. She looked at her kidnapper tears streaming, "Y-you monster…"

"Now that my ears have stopped ringing what is THE MATTER WITH YOU!" He screamed, "You were this close to meeting your Creator, this close to becoming street pizza! This close from hell!" The index finger and thumb were nearly touching

"What do you care! You think you can control my life just because you have powers? You think you can boss me around like some guard dog? You got another thing coming!"

"What do you hope to gain from being a crook?" He responded

"I expect to be on the edge!"

"You already are on the edge!"

"That's not the point nor is it what I'm talking about, I want excitement! Being able to live in the moment that's something that makes my heart pound coming out of my throat something my parents cannot give me!"

"A thrill seeker…I should call Daredevil I think he has as an opening for Daredevil Jr's." He said with a chuckle, "If you wanted to; join for extreme sports maybe that was the professional way to go though I think don't they provide life insurance are you in good hands."

Lorina was in his lap a little smirk said a lot, he swiped her nose she made a face, "To be honest how can a beautiful young girl like you end up on the wrong side of the law?"

She looked away, yes she has been called beautiful before but when he said it set her cheeks a blazed. He was so close to her ear that she could feel the heat from his muffled mouth, "You want excitement? I know a couple of big names to piss off."

"Yeah right…"

"Tombstone, Hammerhead, King Pin, Mr. Negative…shall I continue?"

Her head slowly looked into the blank lenses of the new hero, "Where did you learn those names?"

"Wouldn't you like to know?"

Lorina bit her lip the life of a delinquent or the life of a crime fighting? She took a deep breath, "What's in it for me should I become part of your group?"

"You have peaked my interest keep talking." She said

"Well, you help me with your finances and stabilize my group that I'll form in the future and you get a thrill of a lifetime, for example, secret missions when they are called for or better how becoming a S.H.I.E.L.D Agent when we meet Nick Fury."

* * *

Daily Bugle-Next Day 5:00 PM

The front page of a tabloid newspaper, the Daily Bugle, carries three bold words in an enormous typeface: WHO IS THIS MYSTERIOUS SPIDER-MAN?!

The paper lowers with a noisy crumple, revealing the face of J. Jonah Jameson owner of the last flattop haircut in America. Jameson talks even faster than he walks: both are machine-gunned pace.

"Who is Spider-Man? He's criminal that who he is! A public menace! A vigilante! What's he doing on the front page of my newspaper?" He struts off across the chaotic newsroom, side by side with Robbie Robertson, his city editor going into his office sitting at his desk. "And why don't we have a picture?! Damn it, Robbie, I go to Palm Beach for two days and-"

A buzz is then heard from his desk and then Betty his secretary speaks through, "Mr. Jameson, your wife is on line one…"

He picks up the phone putting down once again.

An employee comes in, "Mr. Jameson we have a page 6 problem."

"We have a page one problem shut up!" He tells the man

The man returns, "They are really important clients they can't wait!"

"They're about to." He replied

"Boss I just got the word." An Asian teen came in panting, "Spider-Man save six people from a burning building!"

"Yeah from a fire he probably started Chang! This lunatic he's bad news!" He countered

"He pulled six people out of a subway car that derailed!" Robbie said

"Yeah from a wreck that he caused." He points to the picture, "Something goes wrong and this creepy crawler shows up? I mean look at that he's fleeing the scene! What does that tell you?"

A knock was heard from the window, his secretary was mining a telephone call, but mines back to shut it down as his assistant chief counters, "He's not fleeing the scene he's a hero!"

"Then why does he wear a mask? What's he got to hide?" He asks the second editor in chief

"Mr. Jameson, your wife wants to know if you want the chips or the fruits in the dining room."

"Tell her whatever the one is the cheaper one Ms. Brant."

"Mr. Jameson it's like this…" The man with a blue suit comes back, "We double up page six, Macy and Conaway about three quarters…"  
"We sold out all four printings Jonah," Robbie says "Sold out?""Every copy..." Robbie replied

"Spider-Man page one tomorrow morning, with a picture this time! Move Conway's to page seven…" He gets up from his desk

"There a problem with page seven…"

"Then page eight give him 10%...you know what 5% off."

"That can't be done…"

"Get out of here Jim!"

The man leaves

"The problem is that Eddie can't get a decent shot at the guy and he been at for the last day or so!"

"Aw, what is he shy? If we can get a shot of Julia Roberts in a thong-surely we can get a picture of this weirdo!" He then gets up from his seat revealing his true height facing the window with his hands picturing tomorrow's headlines, "Put an AD on the front Page; 'Cash money for the picture of Spiderman!" He then turns to Robbie, "If he doesn't want to be famous then I'll make them infamous!"

* * *

Next Day School 7:30 AM

The school was a buzz, a mysterious figure had turned in a girl calling herself The White Rabbit to the authorities. She will be severing 6 months in the county jail for pleading guilty to holding a person at gunpoint. Apparently, she was hanged upside down near the police station with a note that said, 'Curtesy of your friendly neighborhood Spider-Man!'

Many other sites of the young man were seen, Peter was excited last night. He kept to himself that he got another recruit for their team for the future. That wasn't all that was going on a new girl had just arrived in Midtown and whispers were amongst the students.

"-Kicked out of the last school and the school before that." One student whispered

"-Heard she was a thief so watch out for your-" Another said

"-Crazy…like seriously clinically…" A third

"-opened it and sure enough it sprayed all over me like she jinxed it."

"-Bad news and bad luck…"

"Even look at her for more than a second and she catches you."

"-With the hair? Is that her natural color or is she just…"

"Been spending an awful lot of time with…"

The girl ignores them all, as the girl heads over to her destination a certain jock who was at his locker. When she finds her target she calls out to him, "Hey Thompson!"

He turns to face the platinum blonde girl, she was wearing black pants with a white shirt with a black jacket on top of it. "Today is your lucky day."

"Oh yeah? Why's that?"

"Tch, Because I'm here talking to you handsome."

"Oh really? Tell me who are you?"

"Me Quarterback?" She got into his personal tracing circles around his chest noticing a certain redhead girl behind him, "I'm Felicia Hardy, I know that look in your when you first saw me. So tell me are you going to dump Miss red over there for a real woman like me."

"Excuse me?" Mary Jane said slamming her locker, she passed by Flash getting a good look at the girl, "He's mine freak show. Respect that or so help me."

"Really do you honestly I look someone to be intimidated by a slut?"

A bunch of low 'ooh's' were heard, MJ saw red.

"You…" MJ was restrained by a sudden hand appearing out of nowhere.

"Cool your jets red." The students were shocked everyone saw Peter Parker in a new outfit with darker jeans and a shirt with an Aéropostale red shirt with a red hoodie of the same company.

Felicia laughed, "Oh this is rich you need your second boyfriend to restrain you from lashing out at me."

"If I were you I keep my insults to myself Ms.?" Peter stared at her

"Hardy, Felicia Hardy."

' _Aka The Black Cat.'_ He felt Mary Jane go lax under his grip something that Thompson took notice.

Once he let go of her, he went to the blonde haired girl grabbed her hand giving it the old kiss on the hand treatment. Felicia stared at his boy when he looked up at her with a smile he said, "Salutation Ms. Hardy, I hope you find that Midtown High would be to your liking as it would be such a shame if a damsel as yourself would lower herself from such a high stature to mingle amongst us lowly peasants."

Felicia was impressed she hadn't been here five minutes already one is trying to woo her over, "Well aren't you a charmer?"

"It's one of my many gifts."

"You're such a dork Parker!"

"And you have an IQ of a spoon Thompson." He let go of the blonde facing the jock, "When are you going to grow the hell up and start smelling the coffee that the world doesn't revolve around you nor you Ms. Hardy."

Felicia was taken aback, "You are blessed with finical stature and yet you can't even take advantage of that blessing you think money is going to solve your problems you got another thing coming or are you living in the fast lane because life is to short? Harry has told me much about you and how you like to play your little mind games. You better watch it, Hardy, I don't take to kindly to that."

He turns to Flash, "You need to grow up Eugene this isn't Middle school anymore it's high school, and we'll be facing a cruel world with people much higher than ourselves. So stop acting your shoe size and start acting your age the three of you."

He leaves leaving an impression on every single person, Felicia, however, licked her lips, "Whoever you are you better watch out this kitty is going to get you."

Mary Jane grabbed Felicia by the scruff of her jacket, "Stay away from Peter."

"Honey, when I get curious about something or someone I go after them."

"I'm warning you to stay away from him."

She lets her go before the bell rings.

* * *

 **LXD: Another chapter is done with reediting.  
**


	6. Chapter 6

**Disclaimer:** **Spider-Man and other Marvel-related characters and content belong to Marvel Entertainment/Disney anything else belongs to me**

Chapter 6- A electric development

Manhattan General Hospital 8:00 AM Tuesday

The TV flickered from station to station, Max growled in annoyance no matter what channel he switched it to; nothing but static. A few more clicks he threw the remote in a fit of rage, Lillian tried to calm him down.

"Max please relax, I know you are upset but no need to break things."

"Lillian looks at me I'm a blue freak of nature!" He said whipping around in fury, "I can't even watch a stupid game!"

"Well, …at least you can still yell at the TV, so what's changed?" She responded with a slight nervous chuckle

"Is that supposed to be funny!?" She flinched, Max's eyes soften a bit, "I'm sorry Lilly it's just I had plans before all this happen; Get into a good college, meet someone and settle down."

"Max I get it really I do but you have to be patient and try to make the best of it." Lilly brushed a rogue hair out of her way

"Adjust to what? This!?" With hands, outstretched Max summoned an electrical surge to his hands in his rage. Lillian shielded her eyes from the immense lights that her brother was emanating from himself as well from lights that exploded near the bed head.

"Max stop! You got to stop the ma…UGH!" She was thrown back from the force of lighting that hit her in the chest. When Max stopped his rampage he gasped at the sight that beheld him, he rushed towards her.

"Lilly, Lillian!" He shook her when he kneeled next to holding her close, "What have I done!" Gently he placed her on his bed looking at the smoked burnt shirt in the middle of her chest, "I got to get out of here!" Then he bolted out of the door pushing anyone out of the way to leave this hospital.

He rushed past Connors, "Max wait! Where are you going?!" He became a distant speck, he rushed towards the room he sees that Lillian is hurt with electricity running over her body, "MEDIC!"

* * *

Midtown High School Science Class 9:40 AM

' _You know in my old life I was a chick magnet but it wasn't the cute or even smart beautiful ones that I attracted it was the crazy ones that always had my attention. This crazy girl is staring at me and I can feel it, yeah you know Felicia Hardy AKA The Black Cat or soon to be the Cat…I don't know.'_ Peter steals a glance at his platinum blonde schoolmate who so happens to stare at him from the corner of her eye with a small smirk, _'Yup she looking at me.'_

Right now the teacher was demonstrating the magnesium metal to display explaining what happens to metal when it reacts with oxygen gas, which is found in the air around.

"Magnesium metal and its alloys are explosive hazards; they are highly flammable in their pure form when molten or in powder or in ribbon form. Burning or molten magnesium metal reacts violently with water. When working with powdered magnesium, safety glasses with welding eye protection are employed, because the bright white light produced by burning magnesium contains the ultraviolet light that can permanently damage eyes. Now before I demonstrate where this metal located?" He scanned the room, "Anyone?"

Peter lifted his hand, the teacher sighed as he pointed towards the one student who raised his hand, "Yes Mr. Parker can you tell me as if you didn't already know…"

"Magnesium oxide (MgO), or magnesia, is the second most abundant compound in the earth's crust. It can be found in also cameras, horseshoes, baseball catchers' masks, and snowshoes as well other items that are made from magnesium alloys. Magnesium is frequently alloyed with aluminum, which makes aluminum easier to roll, extrude and weld." Peter replied

"Very good Peter very well informed as usual."

The class groaned

" _What a nerd…"_

" _Teacher's pet…"_

" _Know it all show off."_

Thanks to his enhanced hearing Peter addressed class, "No I guess it's my fault that I don't want to be a cashier at a fast food restaurant or become a druggie who smokes at such a young age, I mean how many people do we know in this school who are not smoking weed at this point in time in the bathroom or skipping class as I speak?"

The room went silent as he turned to face each, every single one of them looks at the green shirt teen, "I mean really, I know I'm socially awkward I won't deny it but I know how to choose my friends instead of going with the crowd. I don't need your approval from any of you, you think life is going to be all unicorns and sunshine well I got some news for Y'all…it ain't like how you picture it honeys buns. There's are millions in fact millions of children in poverty wishing they could get an education here in the United States of America or somewhere and we the spoiled brats that we are; can't appreciate the fact that we lived in a blessed country with all the benefits the people before us sacrificed for us to have a better future."

He scanned the room people were in shock that the nerd called them out, Gwen was impressed by his little speech but she wasn't the only one, a few students nodded their head agreeing with what he said, others were wondering what brought this on. This new attitude from Parker was definitely something new and radical it was disturbing.

Liz twirled her hair, staring at the young boy. She learned her lesson the moment Peter crushed her phone, she still hasn't said anything to her parents about the incident. For her, it was a rude awakening that Peter was setting his foot down and this is a side of him that she wants to know, it got her curious to see what else Peter was hiding.

Felicia licked her lips, not only was this guy daring people to challenge him nobody dared refute him either. There was a sense of confidence not just confidence a bold confidence, it excited her, he spoke again.

"I have to put up with you guys throwing paper balls, jeering at me for what reason? Because you're too lazy to even do anything or even lift up a book to read about this stuff because you treat this school as a disease? Grow up you, snowflakes! Your mama or daddy neither government isn't going to be there to hold your hands for the rest of your lives or when life get tough!"

"You're still a nerd Parker with no friends; how's that treating you?" A few chuckles went around

"Yeah? At least I'm going to be a nerd with multi-million dollar industries in helping people 10 years down the road Flash!" He pulled a phone out, "Here let's call McDonald's I think they are looking for a new fry boy to grease up their burgers or looking for a new cashier. What are you going to be doing with your life? Winning the lottery? Fat chance bub."

"Please Parker I am the star football team quarter you how many colleges would be knocking down on my door?"

"Quite a few I can imagine Eugene if you can be sports savvy then why is it that I'm Salutatorian for Midtown High School while Gwen is Valedictorian and you're not for freshman year? Laziness maybe with a side order of too good for you?"

A bunch of low 'Ooo' Flash eyes narrowed, he was about to open his mouth when the Professor chimed, "Okay, okay enough! Though I have to agree with Mr. Parker life is not easy you have to work hard in order to achieve what your dreams are, there are a lot of people out in the world who would want what you have so let this be a life lesson to all of you. Now before the bell rings here are all your Biology exam from last Friday, I'm all sure that you are excited to get them back."

The teacher handed back each graded test much to the displeasure of the classroom when he came across Liz he said, ", Ms. Allen a B+, you see what happens when you let others help I'm sure Peter was an excellent tutor."

She had a small blush on her face, "Yeah he was."

He skipped over Felicia since she was the newest student there in the school, he handed back the test to Peter and Gwen, "Excellent work Mr. Parker and Ms. Stacey another A+ for the both of you."

He turned to Gwen, "Beat that…"

"Excuse me but ummm…." She held up her paper A++, "Nice try Peter."

He mocked frowned, "Don't worry I'll get you back beside I know where you're the most vulnerable…" He said with a dark chuckle

"Parker don't you dare…." She hissed

He wiggled his eyebrows up and down suggesting he was going to do it.

Meanwhile Flash had a crazy idea flowing in his head, looking at his paper he had a C-, the words Peter used irk him seeing that his football is laying down doing nothing he had a mischievous grin on his face. Since Parker had his back towards there was no way he would see this coming.

Both Spider bitten teens senses tingled, Peter sighed as he leaned to his left allowing the football to soar overhead hitting the teacher instead of the intended target.

"OOF!" The papers flew out of his hands, "Mr. Thompson!"

Flash hid behind a newspaper he brought in earlier, Peter got a glimpse of it ' **REWARD, FOR PHOTOS OF SPIDER-MAN $5000 FOR A PICTURE!'**

' _Looks like I'm going to be visiting J. Jonah Jameson pretty soon, but it will not only be me that he'll have but of Gwen, Mary Jane, and Cindy as well a few others.'_ He smirked, 'If I wanted to work for the Bugle.'

The bell rang, "Remember to read about nuclear fission in your textbooks you'll have a quiz later in the week and Mr. Thompson a word with you."

Peter packed his things while taking a present with a bow tie outfits stared at Liz who was packing her stuff as students left the room he failed to notice Flash giving him a death stare.

Felicia stared mouth slightly parted, she couldn't believe that he dodged that football. There was no way, he was talking to that other blonde Stacey. So how did he know when it was coming?

' _What are you hiding?'_

"Oh, great here come noble dork now." A blonde girl with matching cheerleader uniform said

"Sally be nice…"

The blonde girl looked at her stunned, opening her mouth to protest when Peter beat her to it, "Here Liz I owed you a new phone from breaking your old one."

She took the gift unveiling a brand new iPhone 6 plus, she looked at Peter who smiled sheepishly at her. What she did next leaves Sally with her mouth hanging open, Peter is stunned for the moment when Liz kisses his cheek, "Thank you that's really sweet of you Petey…"

"Petey?" Sally says in shock whisper

"I thought you were seeing Flash?"

"I was but I ended things with him you were right when MJ was trying to apologize on his behalf during the trip; I was dating him behind her back ever since they hooked up."

Peter demeanor soften, he placed a hand on her shoulder causing her a little blush, "Don't tell that to me, tell it to the one you did it to."

She sighed, "I really don't want to…"

"Liz you reap what you sow…you have to face the music sooner or later…will it break MJ's heart yes…but get it over with now that way you can start healing." He said patting her shoulder, "The trust isn't going to be the same but at least seek forgiveness because if you don't forgive those seeds of resentment are only going to grow." He looked at the time, "I'll talk to you later if you are willing, and see you around Sally."

The brown haired girl hugged her textbook close to her chest, she eyed the boy when left the classroom engaging in conversation with Gwen. Sally's mouth was still agape looking at the retreating brown hair boy and her best friend, "OMG…you like Peter…Parker!" The blush, as well as silence, only confirmed her suspicion, "Liz are you out of your mind!"

"No, just waking up."

* * *

Gwen separated from Peter as he walks off to P.E. class unaware that a certain platinum blonde followed him closely. She could hear him muttering to himself, **"…It's funny how here Peter is more of chick magnet then he realizes, still it's always the crazy ones that like him, on the other hand, Black Cat wasn't a bad choice, damn Marvel always screwing up my hero just because they didn't want him to grow up and that stupid excuse that she only liked the mask, not the man…maybe I could go out with Ava? Eh, I'll figure it out sooner or later…I hope…"**

Now she was scratching the back of her head, _'What the hell is he talking about? Why is he even referring to himself in the third person?'_ Quietly she snuck up on him, "Ah…boo…"

Peter jumped whirling around fist ready to strike.

"Who, whoa! Someone gets easily riled up, I come in peace." She said holding her hands in surrender

"Please don't do that Felicia, I hate it when people do that."

"Do you now?"

"Don't get any ideas." Peter warned walking towards the gym location _'If I remember Felicia Hardy is flirt not to mention she likes to play her little mind games with guys, still I can't help but wonder if this is before the incident or after the incident of rape. I'm on a wildcard guess here so I say before Empire.'_

"Aw, big boy gonna cry…" She mocked pouting, "That this little kitty having her nails to sharp to handle? Do you want your momma? Can't handle me, Petey? Come on I'll show you what a real woman like me has to offer you or do you like to talk to yourself in the third person for expert advice because I'm sure there is a looney bin somewhere."

' _Oh, so that's how she wants it to go down, eh?'_ Peter looked around not too many teens in the hallway he turned with her. He spots a perfect place to pin her.

"Cat got your…whoa!" He pressed her against the wall hands above her head, she was completely caught off guard by the action.

"The truth is Ms. Hardy…" His voice was husky sending a shiver down her spine when he whispered in her ear, "I don't think you can handle this much man, and whether I refer to myself in the third person is really none of your business."

Felicia licked her seductive lips, he caressed her cheek as he went for her neck, she let out a hiss of pleasure but unlike Cindy, he didn't take too far to make a hickey just a quick peck, "I like to think out loud on multiple occasions…" He trailed his finger to her jawline down to her neck stopping at the collarbone. "Let's not play this game and don't try to get into my head even though it could be fun…"

"Haven't you heard? Curiosity gets the better of me so nothing is going to stop me from that, not even you." She said her hands were still above her head she looked at him seductively; given her position, she tried to grind against him but he kept her in check making sure she didn't do any sudden movements. By bringing her into a side hug her right arm was pinned to the side while his left pinned her down by his hand. "You've piqued my interest when something or someone catches my attention I will get it. Intrigue me, what kind of man are you?"

"Well, if you want to know...try to get me but you're not going to succeed so with this…"He claimed her lips then released her, "…Is game over…" He walked away with the biggest blush on his face, _'I can't believe I kissed my favorite Marvel girl! Man is her lips were so soft! Why couldn't I have a girlfriend in my old life!?'_

Felicia licked her lips, "Mr. Parker you don't realize what you've done; the game has yet to finish, we've only just begun."

* * *

Gym Class

 _'Never thought I would be wearing a uniform for gym class yet every school is different I suppose. This stuff chafes and when was the last time he cleaned this thing?'_ Peter shuddered the gym clothes smelled awful every student body was wearing the same color blue and yellow pants either short or sweatpants.

There was a lot of chatter so the whistle blew as the student body grew silent; "Listen up people! Today we will be doing a physical test that means sit-ups, crunches, jumping jacks, pull ups, chin over the bar and finally climbing the rope and net at each different station and when you are done you can sit in the bleachers with friends."

Though there were a few groans, others didn't care.

"Alright break up into teams of two mix and match between Freshmen, Sophomore, Juniors, and Seniors, however, you want to break up into teams." The coach said, "Let's go times are wasting!"

Everyone scattered to be with their friends, Peter waited patiently to find the right partner to test out his new physical features after the spider bite. Sadly, no one even went near Peter so he shrugged scanning for the stragglers who weren't picked, he spotted one went over to an overweight teen.

"Hey…" The teen turned to be met with a handshake, "Peter…."

"Umm…I'm Ned." He shook his hand

"Got a partner?"

"No."

"Want to be mine?"

"Sure."

The two found a spot near bleachers at least 30 feet away from where Liz and few other girls were sitting around chatting amongst themselves. Peter volunteered to go first to do sit-ups as he reached his 7th sit-up Ned decided to break the ice.

"Hey, Peter…"

"Er…yeah…8" He sat up then back down

"You heard the rumors lately?"

"…About…9"

"The Spider-Man?"

"10…No…what about him?"

"Well The Daily Bugle and Daily Globe have a price for the picture of the guy and he was spotted one day swinging on top of the school a few days ago."

"Okay and?"

"Looking good Parker." The coach said as he walked around the students

"What do you mean and? Come on Peter do you think it's cool to have powers like that? What else does he do for a living? Climbing walls, swinging on the threads, getting the girls, some say he might be E.T…"

' _No he just your average boy in front of you who so happened to be misplaced in the space-time continuum.'_ Peter stopped for a slight moment sitting up, "Yeah I doubt that."

"How would you know?"

Peter's word was stuck in his mouth, but a slightly different conversation was overheard, "Now for me, it would f**** Jason Moma, and marry Tony Stark."

"Well, what about the Spider-Man?" Another girl asked

"Have seen that footage of him rescuing those people trapped in the subway car? He managed to tear off the hinges of the door with his bare hands!" Liz said

"OMG, she's crushing on Spider-Man!" Another teased

Peter brow rose, _'Looks I have an admirer…let's make Flash one too.'_

"Hey, Peter why you stopped?"

"No interesting conversation those girls are having."

"Yeah."

* * *

Parker Resident Basement 10:00 AM

There was only one word to describe her situation that Erika found herself in; extreme boredom! She sighed looking out the small window at the end of the basement in the top corner where there was a small step ladder. She observed that not much movement was happening outside, she saw a family car across the street, trees were swaying gently in the breeze it seemed peaceful, finally, a few people outside doing a jog or taking the newspaper inside. She hated when her boyfriend had to go school that meant he was with one of his other girlfriends the redhead or the blonde one or even the raven-haired girl.

"Tch, how am I going to get him to notice me?" She wonders dropping to the ground leaning on the wall, "Peter has already resisted my advances 15 times for the last two days I know I'm getting through, but he won't dare cross that line if he were any guy he jumped me four times over."

A realization hit her, "His eyes, there was conflict in them but mostly pain, negativity, hesitant as if he were never with a girl yet lust, desire an instinct that told him to do it but he wouldn't." The more she thought about it the more she realized, "If I am going to get to Peter I am going to have to take another approach, though with this amnesia; I don't even remember much about our past relationship, I guess I'm going to have to ask him how we came to be because just finding me in the middle of his backyard in my birthday suit doesn't mean I believe it still his eyes were filled with honesty…I guess I like him for being gentlemen even if he is a bit prude as well old fashion." She let out a small chuckle which turned into a frown, "Although, those girls are not going to make it any easier to get him, need to step up my game."

She looked around her surrounding exhaling deeply, "The name Peter sounds familiar where have I heard it before…ugh…"

As she tries to remember the name her world starts to spin, she quickly grabs the beam to support her. As a cold sweat forms she pants heavily remembering anything was too painful, it frustrated her to no end.

She wobbly walks to one of the rooms which had a bed, it was a good thing that Peter and his aunt cleaned the basement bedroom when they got back from shopping with her help of course. She met the older woman as well as her husband yesterday, Peter was questioned how he was going to explain Erika's sudden appearance and he told his friends he would make something up.

He asked his friend Harry when documentation was going to be in for her, the response by the end of the month. Fast forwarding to this morning she was freshening up in the bathroom of her caretaker then suddenly the door opens as she forgets to lock the door his aunt, it was an interesting morning.

Flashback Tuesday morning 5:00 AM

 _The door opens to reveals Aunt May in her robe, when she looks up she gasp to see a young beautiful woman brushing her teeth, it was mixed with some red highlights. The girl was in a robe well it was one of her bathrobes, the awkward silence was engaged the moment she turned to see the older woman. Blinking she spat out the toothpaste, rinsed her mouth to address the woman._

" _Umm…Hi…" She says_

" _Hello…BEN!"_

 _A moment later Uncle Ben came racing in with a baseball bat, "May what's wrong whoa! Who are you?! GET OUT OF MY HOUSE BURGLAR!"_

 _Erika ducked when Ben swung the bat, she managed to sting the older man's hand out of reflex she made a dash pushing May in the corner of the entrance of the bathroom. She skidded in front of Peter room, she pounded on the door._

" _PETER LET ME IN!" She started jingling the doorknob, she looked at Ben despite the pain he felt he rushed towards her ready to knock her out. She started to use her shoulders to break the door in but before she could she fell through on top of the said teen applying to much pressure on his right arms._

" _Ooww…Erika…its 5 am in the morning I got the school in three hours…what is that you want." He said groggily_

" _Your uncle is trying to kill me with a bat that's what's up."_

 _His bloodshot eyes looked into her sky blue eyes, "Come again?"_

" _Get away from my nephew!"_

 _Spider-sense flared awakening Peter a bit more as he grabbed her waist rolled her to the side before firing a glob of webs on the bat gluing it to the ground. Another door opened revealing Cindy rubbing the sleep out of her eyes._

" _Whaaaaaatsssss going on? Is it always this noisy in the morning, what's with all the ruckus?"_

" _Stay back Cindy there's a burglar in the house!" May said getting in front of the girl_

 _Peeking over the older woman shoulder Cindy sighed with a yawn she replied, "AHHH NO Urgla….excuse me…That's no burglar that's just Erika Peter supposed girlfriend."_

" _WHAT!" Both his relatives looked at him, "Peter Benjamin Parker, explain yourself, young man!"_

 _Peter groaned, 'Thanks a bunch Cindy…I bet this is payback for that kiss she gave me back at the mall, something tells me she the jealous type, oh brother.' As he got up Electra pouted, she didn't want to move yet the glare from Peter told now was not the time to be flirting, "She's not my girlfriend."_

 _Extending his hand when dusted himself off, the amnesiac assassin got up stood behind Peter for defense just in case his uncle decided to swing the bat; that man nearly took her head off though she was hurt by his comment._

" _I'm too tired to deal with this troublesome situation now, can't we discuss this when I bit more awake?"_

" _Fine but you better have a good explanation to why you never told us about your lady friend son." Ben said trying to get his favorite bat off the ground, "Do you mind?"_

" _Sure…" The teen ripped the webbing off allowing Ben to place it underneath his armpit._

" _I'm going to get my clothes, I'll be back in Peter."_

 _A brow rose May scolded her, "Oh no you don't little missy you are staying with Cindy in the guest for another two hours." There was no way that her nephew was going to be with a woman three or four years his senior, she didn't know who she was nor trust her._

" _Very well Mrs. Parker." She threw a death glare towards Cindy, the Asian girl rolled her eyes._

 _Peter on the other hand when the halls cleared web-line the Moon girl throwing her unto himself then closed the door with a click. He pinned her against the door frame with one hand next to her head, his body a few inches in a lean giving enough space for her to move to her right his left._

" _Do I want to know?"_

" _I have no idea what you are talking about."_

 _He sighed, "Cindy why would you do that?"_

 _She didn't look him in the eye, she found the floor to be much more interesting than admitting that she had this jealousy creeping up in her being and she couldn't explain. In all honesty, she wanted Peter to herself, not anyone else, after all, he did promise that he wait for her thus she had hope that he keeps his promise._

" _I thought you wanted me to be your girlfriend…" The mouth was opening to answer that question that is until she quickly added, "Not that I'm desperate for a boyfriend after mmmm…"_

 _He kissed her to shut up when they broke apart she wanted more even so he had other plans. Placing his forehead on hers she saw tiredness in his eyes not just the physical one either as she senses a mental tiredness "Cindy let's be frank remember what you told me at the junkyard?"_

 _She did, "I don't want another boyfriend, at least not now."_

" _Exactly, then I said somewhere in the conversation 'I can understand if you don't want a relationship right now after what you been through but if somewhere down the line we become an item I'd like you to know that I'll be as loyal as they come.' As well I'll wait for you even though it was indirectly said."_

 _Cindy bit her lip._

" _Are you jealous?"_

 _She blushed red_

" _Cindy…"_

" _Yes…"_

 _He placed a hand on her head, "I'm going to clarify this right now, you're not jealous it's the totem of our powers that makes drawn to each other still another way to put it in more simplistic the pheromones as well don't help either."_

" _Pheromones?"_

" _Preciously right lass…"_

" _Should have known that affected me." She sighed_

" _Now, let's clear the air do you want me to be your boyfriend on the rebound?"_

" _No…"_

" _Okay, we are still in friend zone then…" He kissed her again on the lips, she let out a small moan, "But remember I still have eyes for you." She blushed, "Even so that doesn't mean I'm not fair game to the other girls which includes, Mary Jane, Gwen, Erika and other girls I meet down the road even though my charm does have a way with the ladies."_

" _Pfft…the only charm I see is you trying to seduce me."_

" _Is it working then?"_

" _You wish." She playfully pushed back_

" _Oh darn guess I'll have to try harder or search for another fair maiden who will not resist my unique physical appearance."_

" _Hmph…they're all lining up yes I can see it now." Cindy crossed her arms_

" _My, my you are you the jealous type."_

" _I am not!" She turned hiding her blush_

" _Then why you blushing?"_

 _Erika's ear is leaning against the door, she heard every word that the came out of those mouths. She gritted her teeth apparently her boyfriend was trying to cheat on her with that Asian girl well she'll show her a thing or two not to touch her man._

 _Just when she about to open the door, the question was asked, "Peter if other girls start liking you will you be willing to share?"_

 _She froze, the door was open a crack silently it was just enough to peek through. She saw Peter with a hard gaze upon the Moon girl, she didn't like that look it was not him._

" _Cindy…"_

" _Yes…"_

 _She was nervous the look was hard, impassive too serious for her taste. It wasn't the carefree spirit or gently look he had this was a completely different version of him._

" _Never ask me that question again. If hearts have to be broken_ _ **so be it**_ _." The tone was hard, unflinching most of all authoritative, "Why would you ask me that?"_

 _End Flashback_

After getting another two hours of sleep, Erika can't believe he denied that he wasn't her boyfriend in front of his relatives. He said to them that she was his friend from Skype and that she had plans to come over the U.S. all the from Greece and he completely forgot about it which led to Monday morning grounding in other words no superhero business what so ever.

After school he, Cindy and May helped along the basement to clean it up while Ben went to the courthouse to discuss the future of Cindy custody.

"Why would he deny it?" She mused, "Is he embarrassed by me? I don't know what it is but one thing for certain I will not lose him to anyone."

For now, she was going back to sleep wait until he came home to discuss this situation.

* * *

Funtopia arcade after school 

"KO!" The machine echoed various time the scream of the fallen character

"And that my friend is how you do a proper finish in Street Fighter arcade mode!"

"DAARAGHH!" Harry bumped his head against the game, "How the heck are you so good in these things?"

"Bro trust me I'm just a casual player if I was one of these people who take fighting games seriously I would have creamed you with a full set of health."

"Want to go again?"

"Nah let's try something different."

"Still I can't believe you kissed Felicia Hardy, what were you thinking!" Harry bashes him in the back of the head

"To be honest she a very attractive girl despite her flirty side." Rubbing his head

"And you flirted with Cindy, that girl Erika and I might add you lucky dog, that rabbit girl…er…what was her name again Lori…Lorina… and Gwen! Dude make up your mind already! You've got to be pinning someone!"

"Here's the thing Harry I already know who I want out of the names you just mentioned."

"Then why not go after that one."

"Because I made a promise to be her friend, if she wants to be my girlfriend down the road so be it; if not there are other girls in the sea and don't take this as if I'm saying 'she another face.'" He pointed his finger at him, "Each girl is special in her own right…I want to see if I can find that special someone in one of them but not all of them."

"What do you mean by that?"

"What I mean is, I don't want to have too many admirers I just want some of them to be my girlfriend, not my girlfriend."

"Say what now, you want them to be your girlfriend but not your girlfriend…"

"Okay let me put it this way…" They walked towards the register ordering some fountain drinks, Peter pays for both drinks "Boys don't call their male friends their boyfriend but girls can call their female friends their girlfriends, I want to have a girlfriend at some point in time but I want many girlfriends."

"Gotcha."

The girls were somewhere else having chat about a certain someone within the group of girls was Liz, MJ, Gwen and Sally.

"So you starting to like Peter too Liz?" Gwen said

"Well I don't know, I'm just starting to wake up it's not like Petey is going to take abuse forever and he made me realize that there is more to him than meets the eye."

"Hmm…what changed?" MJ asked dryly

"I guess when he broke my phone, I saw something in Peter that stunned me." Liz confessed, "It got me thinking what else he has in stores that I…er we never noticed."

"You could say he stunned all us with this new attitude adjustment when he confronted MJ on the bus about Flash." Gwen agreed

"Y-yeah…Flash…umm…MJ…"

"Yeah?" The red head stared at the brunette

Liz rubbed the back of her neck, she inhaled then opened her mouth to be cut off by Sally "So all of you are going gaga over a nerd with a recent attitude change, so big deal! It's probably just a ruse to get attention; I mean he told off Liz's brother Mark kind of."

"Oh, I disagree…" The four head turned to see Felicia walking towards them, "There is something about him that's a real turn on, I managed to have a little taste of what he has to offer and that was no show off he meant everything he said."

"What do you want?" MJ asked venomously, "I warned you to stay away from him!"

Gwen nudged her friend shaking her head not to start anything

"Can't help if we sit next to each other can we?" She said, rubbing her nails on her jacket, "But to answer your question I want nothing…at least not from you redhead, you don't like me. Still, I wonder what do you know about him blondie, I just happened to stumble upon something that I like."

"Like I'm going to tell you Ms. Showoff."

Peter sensed tension via 7th sense. _'Wonder what got the girls riled up.'_

"Hey, Peter check out that guy."

Peter noticed a man with a hoodie came inside but was significate is that he glowed a blue color, the young hero knew him immediately, "Electro."

"Who…"

"Harry let's leave."

"Dude we just been here 10 minutes what's the rush?"

"Harry don't argue with me."

Just then all the lights started zap or blow out Peter heard, "I CAN'T EVEN DRINK COFFEE!"

"This looks like a job for Spider-Man…"

Peter raced towards the restroom, Harry behind him they both raced past the girls. Gwen saw that Peter was lifting his shirt trouble was brewing somewhere.

"Peter what's going on!"

"TTYL!"

"What did he mean by that?"

The girls shrugged going back to the conversation, "Anyway if any of you skanks think that you going to get in my way for Petey well think again." She placed her hands on the table leaning in very closely, "Let me tell you a little something, he was ravishing my mouth today in school and I have the hickey on my neck to prove it."

"WHAT!" They screamed

"Not just once, but three times." She held up a fist counting three fingers, "One place was in the hallway almost to the gym, second one was in a corner of the schoolyard during study hall and third was right in front of the school entrance."

"You seduced him!" MJ was held in place by Gwen, however, she was having much difficulty in restraining her redhead friend, "I warned you not to get close you bimbo I'm going to teach a lesson you won't forget!"

"Are you afraid to lose him Red?" MJ was red in anger, "Tell you what after school we'll see who get who."

"You're on!"

Suddenly, a bolt of electricity made it's way towards the platinum blonde girl. Spider-sense for both Gwen and MJ tingled as the blonde haired girl screeched, "LOOK OUT!"

Before she was struck by lightning a body tackled her to the ground, allow the streak to burn a mark on the wall they were facing in the opposite direction.

"Well, how do you like your cat nip crispy or burnt?"

Felicia stared wide eye at the man in the red mask who was on top of her with hands on the two side of her head, "You okay miss…"

Dumbly she nodded

"Great!" He helped her up

"You're the Spider-Man!" Liz cried out, "Marry Me!"

"And you're a cheerleader but no I will not thanks for the offer though. Excuse me, ladies, I got to catch a Pikachu before it evolves into a Raichu." He zipped line racing over to the entrance.

"Hey Sparky where's the fire at!"

Max ran for his life shoving people out of the way, "Move, move!"

' _Think I might grab a few pics for the Bugle or maybe the Globe, I think the globe would be better. I don't I can change JJ mind aboutlamppostsbut hey you never know Lord willing.'_ He swung quickly landing on a lamppost before spinning a small web to make sure the camera was in place.

He scanned for his target apparently he tripped over a crate deliver, two webs caught him lifting him between two lamppost.

"Hey, Sparkles say Spidey!"

Max gritted his teeth as the camera flashed capturing his image along with posing guy in his long johns.

"Thank very much, you've been helpful and might I add sir that blue skin brings out the white in your eyes do you wear contacts?" He reached over pulling the hood down to reveal a blue bald man looking quite angry, "I can't get a picture so…wow talk about major sun bleach do you spend that much time in the sun or is it premature sunburn cause I don't normally sun tan anymore?"

With yell Max unleashes a furry of electrical burst, Peter dodges but one of the currents knocks him to a nearby building. _'Ouch…That smarts…I know Peter fights are dangerous but I never thought it would be this dangerous! I got to get one thing straight here being a hero doesn't mean just to beat up the bad guy it also means making sure civilians don't get into the crossfire._

"You shouldn't have done that,and now you are going to pay!"

* * *

 **LXD: Hello everyone another chapter is done  
**


	7. Chapter 7

**Disclaimer:** **Spider-Man and other Marvel-related characters and content belong to Marvel Entertainment/Disney anything else belongs to me**

Chapter 7- Spider-Man vs Electro

"Why did you attack me?!" Max outburst caused multiple outbursts sent the crowd to run for cover as well as screaming. He then charges Peter swinging his right arm with a right hook followed by a left hook. To the normal eye, it would be too fast to react but this was no ordinary teenager.

"Now hold on their Jeffry!" He dodged both punches then leapt towards a corner of a store in crouched position looking down at Max, "Attack is too much of a strong word more like hoisted you up since you're are a potential hazard to our fair city and I decided to try to get you off the streets since I witnessed that electrical hazard back in that arcade."

"What's your game?!" He pointed his fingers firing a bolt

Spidey leaped before he could be fried, as he flips overhead he was sent a slight jolt stunning him for the moment. After that happened, he shook his body, "Look I just want to help you, sorry for the little misunderstanding but help me understand! Calm down…"

Max gritted his teeth his anger still present but he relaxed, "Take it easy man, no need for anyone else to be hurt, calm down."

Sirens were heard from a distance and were started to get closer, Spidey had panic within him despite his hands up trying to calm the situation down, "Talk to me Electro so I can try to help you."

With trembling hands he looked at himself, "It's strange…I don't know what's going on with me…"

"Keep talking man, I can see something is right here." Spidey took a glance police officers started showing up racing out of the patrol cars with guns loaded, "WHOA, WHOA, WHOA, WHOA, WHOA, WHOA HOLD YOUR FIRE! HOLD YOUR FIRE! Chief if your listening you better tell your squad to hold on let me talk to him!"

It was through a megaphone that they heard the command, **"All units steady on your position!"**

Guns were cocked just in case, Max was defensive again, a crackle of lightening refocused his attention on him Spider-Man quickly shouted for him to calm to keep talking as he slowly made his way over.

"Keep talking Mac!" He sensed that two out of three Spider bitten females were close by, there was a worry in them as police started to barricade them in this little box.

"This power, I can feel it flow through me and yet I got so much anger to why this has happened to me, I had planned for the future…" He said

"I can see that, I can see you don't want to be here, you questioning why an unfortunate event has taken place with that electrical wire."

"What wire? I got electrocuted by bio eels!"

"Okay then…" This surprised the web-head, _'Well I was not expecting that type of origin. So much for comic book knowledge but as far as I'm concerned hopefully I can help him because if not that's one member of the Sinister Six I don't want to deal with.'_

In the crowd MJ, Liz, Sally, Harry, Gwen, and Felicia made their way to the front to get a live view of the action, Felicia then noticed one member of their group missing. Didn't they see Peter at the Arcade? Where was he? She kept this to herself for now.

Elsewhere in another building, SWAT team made their way positioning themselves

"Look I know you don't want to be here, you don't what in blazes is going on here, you don't know what happening and I know you don't want to hurt anyone, right?"

"I don't want them shooting at me." He pointed to the police

"Alright, umm give me a moment…" Spidey leaped towards the barricade; guns were pointed right at him, "Whoa! Okay, my hands are up! My hands are up! Who's in charge here?"

"I am…." A voice said Spider-Man saw a man in police uniform wearing navy blue pants and a light white shirt underneath his black bulletproof vest. The man seemed to be in his mid-30's early 40's with a white hairline in the sideburns, "Captain George Stacey at your service webhead."

"Uhhh…captain, I don't think it would be too much trouble to ask if you can tell these guys not to shoot. I hope?"

The older man looked at the smaller teen, "If he doesn't move I will hold my fire but this is a hostile situation so I make no promises…"

"Okay cool, cool…." Peter's heart was racing he had to get Electro away from here before anything else happened, _'Think fast, think fast…oh, I got it!'_

Meanwhile, on top of another building, the sniper heard his orders, _"He takes a move you take that shot."_

Quickly he makes his way towards the blue-skinned man well at least partial. "Okay how about we move somewhere away from these people?"

"Yes, yes I will go…" The moment he took that step forward he didn't realize that a sewer cover was drenched in the liquid of the car fluids causing him to spark a little; "Ahh!"

The shot fired ricocheting off to the ground due to the electricity surrounding him, he gritted his teeth then sent a current stream towards the building in rage blowing the concrete right off.

"RAAAGGGGHHHH!"

"MAX NO!" Spidey shoots a web towards his hand which proves to be a fatal mistake as he thrown back with great force into the video shop in a pile of a heap with TV monitors piling over him.

He looks at his hand it was trembling his whole body shaking uncontrollably whether it was due to adrenaline or fear he didn't know. His breathing was heavy, sweat began to seep through his pores allowing the costume to be soaked in an instant, the web shooter is fried a dark singe was at his right wrist, inspection on the device would have to wait. Clasping his right his left in a fist he took a deep breath saying in Spanish; "Señor cálmame, cálmame, Estoy en tus manos!"

Gwen and Mary Jane were rooted in place as the other people began to run for their lives or stood with their camera to get a piece of the action. They worried about Peter, they sensed his anxiety but soon he began to be calm as if his raging sea was being calmed down they could still feel his nervousness.

Liz grabbed Gwen by the arm interrupting her focus, the blonde faced the teen, "We got to get out of here it's getting too dangerous!"

"For once I agree with her." Felicia second the motion, "Let's get going before anything else happens and where is Mr. Peter Parker?"

Harry, MJ, Gwen breath stopped hitched in their throats, Sally was the one who spoke, "Come to think of it Harry you went to boys restroom with him and then Spider-Man showed up so where is he?"

"Well, I…think Peter was suffering from a bad stomach…so I…umm left him in restroom doing his business." Harry said apprehensively, he was crossing his fingers hoping that the girls would buy the lie.

"Poor Petey I hope he's okay."

"Y-yeah let's get out of here." Mary Jane looked back at the store Peter was in she hoped he was alright

Felicia's eyes narrowed she known Harry for quite some time when they went to boarding school and she knew when the Osborn teen was lying, he was a terrible liar. She didn't question the statement to air her suspicions, not to mention red over here was looking quite nervous.

Just then a creaking noise was made, two spider senses tingled wildly. The blonde and the redhead looked in time to see the billboard falling in their direction, it was falling fast.

"WATCH OUT!" A bystander said

The crowd began to move but some saw their immediate doom was upon them, they were paralyzed with fear as they saw their lives flash before them. They braced for impact, even the small group of teens covered their heads waiting for it to crush them yet, strangely enough, all was quiet when they looked, they saw the billboard hanging a few feet in the air when their eyes traveled upward it was surrounded by a thread.

It was a grunt that caught their attention, "Go, I don't know how long I can hold it for! RUN!"

They didn't need to be told twice, faster than the eye could see, civilians ran as fast as their legs could carry them. Once he deemed everyone was safe, he left the board fall with a mighty thud, his muscle groaned in pain from the sudden burst of speed he had to do in order to keep people alive, "This is getting way out of hand."

* * *

Back the Parker residents 

Erika was skipping through the channels, bored out of her mind, Peter had yet to arrive home she wanted to spend some quality time with him. The longer he was away the more she worried that one of the other two girls would get him. May was in the kitchen cooking for later while Ben was reading the newspaper flipping through the pages, the only other person home was her other competition who was doing her homework at this time in her room.

She let out a yawn, "Nothing good on TV…."

"Keep searching there's bound to be something going on. Why don't you put on the news?" Ben replied without taking his eyes of the reading material

Flipping the channel one more time the news came on and what caught her attention was a man with electrical powers zapping at a blurring red and blue person. Erika eyes tuned in to the man jumping all over the place.

 _"This is Betty Brant reporting live footage from the Metropolitan Ave, in Middle Village from the Daily Bugle chopper. We are witnessing here as the rumored Spider-Man is battling against a person with the power of electricity."_

This caught Ben's attention as he put the paper down looking at the news in worry, "May you want to come out and see this!"

"What's wrong Ben?" Aunt May dries her hands on her apron, she follows the pointer finger of her husband and gasped

Erika's eyes were glued to the screen focusing on the red and blue person, there was something familiar about that man but couldn't remember where she saw it. Suddenly, her head started to ache she began to rub it.

 _"Residents are told by authorities to please evacuate the area as soon as possible until the crisis is over. As well anyone within a 5-mile radius from Middle village is not permitted to enter this side of town until further notice, this is Betty Brant bringing you live feed on Channel 9."_

* * *

Middle Village

"YOU LIED TO ME!" Max sent another bolt of electricity towards the costumed teenager, "You promised no one was going to shoot me!"

Peter was fast as he swung from one web line to another dodging stream of light from hitting him. _'Unlike the original Spider-Man I can't crack jokes at a time like this, I need to concentrate 110% on this fight least somebody gets hurt!'_

"Time light the candles! Say goodnight freak show!" Max began like a gunslinger shoot bolt after bolts of lightning at his fingertips. While his body blurred to dodge, he spotted a fire hydrant, then an idea struck him as a bolt of lightning. Water and electricity don't mix and it was a good thing that they were on the road instead of metal pipes everywhere which could have been another potential disaster. If he can get him close enough to shortcircuit him that would be phenomenal "Hold still so I can fry you like the bug you are!"

"Technically, spiders are arachnids you dope head! I doubt you are going to be the last person to call me a bug!" He said, quickly he hand sprung to his left, webbed the hydrant right off the hinges began twirling it around dangerously as he began to make his way.

As he got close to Max, the other decided to blast him with a jolt. Two things happened to the both of them number one they were both sent flying in opposite directions, Spidey landed near bus waiting area with some class digging into his skin or scraping his back. Electro skidded on the pavement then bounced into an electrical wire, there entangled in the wiring he saw all the power in the electrical cables, he took two of them then plugged them into his chest.

"RRRAGGGGHHH!" He felt the surge of power running through his veins "THE POWER SO MUCH POWER! MORE I MUST HAVE MORE!"

The whole block and beyond was shut down, groceries store, automobile dealer shops, the only light that was shining above the rest was the sun setting. Suddenly, there was an electrical field that burst from sending a shockwave of energy outward knocking out signs, boards or destroying light streets lamppost.

The people screamed ran for their lives as destruction was around them, Gwen looked back sparks were flying around, billboards falling on cars and streets; then her Spider-senses tingled, quickly she saw a little boy no older than five crying for his mother.

"Mama, mama!" He cried holding onto his stuff owl

Gwen gasped another billboard was heading towards him! She departed from her group, running faster than she ever ran in her life. She sprinted not even winded with only one thing in mind to save this little boy's life. She didn't know how she did it but when she jumped she grabbed him in bear hug covering the boy's body with hers crashed into the window of a small furniture shop as she twirled she could see the sign fall on its face flat on the ground.

Dust was kicked up, she coughed a little while the boy whimpered she held him tight; "It's okay, it's okay."

"I want my mommy…" The boy cried hugging Gwen closely

She rubbed his small back, as she got up, she looked at the owner, "You got insurance right?"

The owner nodded dumbly, "Great because I think you're going need it for the destruction."

"What in blazes is going on out there?! It's like Armageddon is happening."

"Trust me she said, you don't want to know unless you want to turn on the news." She replied

Harry and Mary Jane raced towards her, "Are you alright? We saw that you left us, we feared the worst."

"I'm fine, let's find this boy's mother."

"But what about Peter? We can't leave him behind fighting that…that…that maniac! He's going to get himself killed!" Harry protested

"Harry we got bigger problems than Peter right now so I suggest we do something to help or we get as far away from them as possible." She leaned into his ear whisperings, **"Besides we can't reveal our powers, they'll freak out especially what's going on now. They'll stone us."**

Harry blew hot air as he followed them out the store, "Man even with the cool abilities you girls have you can't do nothing about it."

"Well, I guess this was the reason why Peter wanted out of our free will to join with him in the crime-fighting unit he had in mind." The redhead spoke, "Did anyone lose a child?!"

"I want my mommy!" The boy cried

"We'll find her, don't find worry…" Gwen hushed him, "What about Felicia, Liz, and Sally?"

"They are long gone by now." Harry said, "Though there is no doubt in my mind about that, however, I think Felicia is getting a little suspicious about us or rather about our missing friend, she knows a lie when she can spot it."

"Then we'll have to throw her off of in case she suspected something because that restroom excuse wasn't cutting at least not to the really smart ones." Gwen said, she turned her attention to the boy, "What does your mom look like?"

Back with Max, he floated in the air sending more currents to the stragglers that wanted to take the pictures of the fight or the picture of Spider-man since the Daily Bugle was offering quite the reward for a pic.

He fired one bolt, then another, and a third, "That's right run! Run like the cowards you are!" He sent two more blasts before he was sprayed by a current of water knocking him down to the ground.

He screamed in pain, the water subsided.

"Okay, that's enough…" Peter said shutting the firehose down high fiving the firefighters behind him, "Thank Mike…John…Good job guys. Pleasure doing business with you and here's the helmet back."

Max was twitching on the floor his vision getting cloudy by the moment, he gritted his teeth watching the red and blue costumed teen in action as he left the scene before authorities had a chance to question him.

"Spider-Man…." The man growls, "You'll pay..."

A tourist race into the street whips out a camera, hastily focuses a long lens, and snaps a grainy still photograph of Spider-Man on the side of the building, swinging away.

* * *

Much later in the newsroom, Jonah Jameson stares at the picture, furious as usual, "I said a picture, not an ink blot! NO, I WILL NOT ACCEPT THIS! GET OUT OF MY OFFICE!"

His employees hear him bellow, across the newsroom. "CAN'T ANYBODY TAKE A DECENT PICTURE OF THAT FREAK?!"

* * *

Parker Residents early evening 7:00 PM

"Ow!" Peter hissed in pain as Elektra removes another piece of glass with tweezer from his back while applying alcohol to his wounds, Aunt May comes back in with a fresh towel. She saw the scrapes, it wasn't too serious thank goodness but he was bleeding from certain wounds.

"Sorry for the 10th time…" Erika dabbing his back

"HRRMMM…."

"Honestly Peter, how is it that you got yourself into this kind of situation?" His aunt asks dabbing a towel to clear the sweat from his brow, "You could've been killed I didn't raise a nephew with a death wish. And did I not tell you were grounded from doing any superhero business?"

"To beee…FRAAAANNNK!" Peter bashes his head on the pillow biting into it, "A little warning next time please!" The dark red raven haired teen rolls her eyes, gently she blows the alcohol she'd applied, Peter lets air escape from his lips, "As I was saying the guy had an outrage of electrical burst of energy I knew right then and there he was going to be trouble, so I had to change my clothes to stop him. Thank mercy I did or else that would have been even more disastrous than what the city would be willing to pay and yes you did ground me but sometimes circumstance doesn't allow hero in training to be clipped."

"Your blonde friend, I heard she rescued a little boy from death."

"Harry told me over the phone that Gwen used her powers to save little Dominick, she reunited him with his mother much later." He turned to his aunt, "By the way did more packages come in?"

"Hmmm….the ones you order from Amazon?" Aunt May said leaving the two, "It's downstairs on top of the kitchen table."

"Alright, thanks, Aunt May."

"Be more careful in the future Peter, I understand you want to help but this is a serious business who knows what kind of people you will run into." She left closing the door, then reopened it quickly, "Make sure that you do your homework young man I don't want you to fall behind."

"I got it, Aunt May, besides I did all the homework in the library at school so I'm pretty much free to do what I want." She closed the door giving him a skeptical look

It was silent for a little while until Erika said, "Finished."

"Thanks, that was getting uncomfortable." Peter sits up in his bed, "You're a natural at that Erika ever think about going to medical school?"

She lets a small smile form on her lips, "I don't know, with this amnesia that I have it's hard to remember what it's like from my childhood or anything."

Peter sat next to her despite the aching of the scrapes, he pulled her into a side embrace gingerly she placed her head on his shoulder wrapping her arms around his waist, "Don't worry about it sooner or later you are going to get your memory back. I pray that the amnesia you have is only temporary."

She let a sigh of contentment. This is how she wanted to be with him, "Peter?"

"Yeah?"

"Why do you treat me like as a friend instead of a girlfriend?"

"A couple of reason; #1 I will not play with your emotion as I told you before I want someone else nor do I want to lead you on, #2 you are three years my senior so technically speaking you are an adult in the eyes of the state while I'm still a minor, #3 I'm meant to say it as a joke but that backfired on me horribly." He confessed

"Oh so I'm a joke to you, is that it?" Erika lifted her head, staring directly into his eyes, "You treating me as if I don't have feelings of my own?"

"I didn't say that so don't put words in my mouth." Peter sternly warned her, he poked her in the side causing her to jump, "Hmmm…got a ticklish side I see."

"Peter don't you…EEP!"

Faster than the eye could see the amnestic assassin was pinned to the bed quickly, Peter used the upper half of his body to keep her still while pinning her hands to the bed above her to the wall, he began mercilessly tickling her sides after he webbed her "HAHAHAHAHA….P-Peter….HAHAHAHAHAHA…S-stop….AHAHAHAHAHAHAH….P-p-p-please!"

"Not until you say, uncle." He tickled faster, she squirmed underneath him laughing

"Say it…"

"N-no HAHAHAHAHA…"

"Say it!"

She continued to squirm, laugh and thrashes but Peter superior strength proved too much for her finally she couldn't take it anymore, "O-okay…okay…uncle..."

"Serves you right." He said chuckling a bit

Finally, she calmed down, a giggle here and there "You going to untie me or are you going to keep me like this?"

Peter mentally chided himself the only way to free her was to straddle her since the bed was close to the wall but he had to be quick about it, he didn't want to be questioned if his relatives walked in or worse his crush, "Hold still, this may look suggestive."

"What are you…" Peter climbed on top of her leaning forward to grab the webbing ripping it off "Oh that's what you meant…"

Once free Peter quickly got off blushing completely red. Erika smiled a little, pulled her legs into a side arch on the bed then draped her arms around the boy's neck pulling him into backward hug bringing his back to rest on her chest. She began to stroke his cheek; "So I've been doing a little research, while it's true I could get in trouble for sexual intercourse with a minor that doesn't we can't date."

"What are you offering?" Peter asked as he tried to relax into her embrace but he was tense, he was trying his hardest to make sure he didn't get a pinched tent in his pants. He hadn't changed out of his spider-man pants.

"Stop being tense…" She lightly slapped him on the head, finally he fully relaxed giving her better access to slip her arms around his chest resting her head on his shoulders, "All I ask that you date me for a little while, you said to me you don't know me so this will give us a perfect opportunity to know each other better."

"And if doesn't work out?" He asked

"If by the end of the month it doesn't work I will not chase after you no more." She said, "And we can stop this 'I'm not your girlfriend nonsense' and you can be with your crush even if it leaves me heartbroken…but you have to think about do you really think Cindy is ready to be in a relationship with you? After everything she's been through do you honestly believe you could wait for her to be ready? I know you like to flirt or kiss her when no one is watching but I am watching you like a hawk from afar, be honest with yourself Peter do you really think people are going to waiting for you or you them?"

Peter was silent for a moment debating in his head, _'My knowledge of Elektra is very limited, I know the basic of her but I don't know her completely still she's got a point, maybe I can use this experience to my advantage as I keep saying if this becomes more so be it.'_

"Alright, you convinced me." Erika smiled the first part of her plan completed, "However, let's make a deal no tricks, no making the other girls jealous or rubbing it in their faces, I don't three pheromones afflicted girls to come after me."

"Deal."

He was having too much fun relaxing in the makeshift pillows but it was early so a nightly patrol was in order, "Watch out."

She let him go, "Where are you going?"

"Patrol…" He searched for his shirt, once everything was on, "Aunt May!"

"Yes, dear?"

"I'm going out to patrol a little while."

"Not without Cindy you are not!"

"Not without Cindy?" He muttered, he looked back the redhead girl she shrugged

"Come downstairs I've been working on this all afternoon!"

As he approached downstairs with the other girl in tow, they went into the living room, the moment he laid his eyes on her he mouth opened a jar. Standing before him was Cindy her costume which was mostly white and black filled with red webbing that extended from the neck to halfway to her abdomen which the sides looked like arachnid legs extending in legs and arms. The costume hugged her figure, Erika snorted the girl was just developing her body but hers had already developed.

Her mask was red so he decided to give it a tug when he did another mask took its place, "Clever, another mask how many do you have?"

"At least four or five in there." She said

"I feel like something is missing." Peter stroked his chin

"Peter, what could be missing? I've worked on it all afternoon, I just finished it now." May said frowning

"I'll figure it out later but are you ready to go on patrol, to learn how to control your powers?"

"Like you were Mr. Bigshot when you first started." She countered, "You got no experience in fighting whatsoever so how are you going to train me in that?"

' _I got over 9+ plus years of practicing martial arts in Gōjū-ryū (Japanese for "hard-soft style,") I had to stop around at a brown belt with two stripes due to family reasons, not to mention I've watched a lot of martial arts films about Bruce Lee (mostly), Chuck Norris as well as the legend himself Ip Man combine that with one symbiote (which I've not gotten yet) and I'll be a force to be reckoned with. Do I have to mention that there is one sexy assassin in the room that when she get her memories back she'll be teaching you guys the martial art she's been taught?'_ Peter smiled smugly

"What are you smiling about?"

"Oh, nothing." He wrapped an arm around her, "Just you and me patrolling the night away and that reminds I need my camera."

"Why?"

"You'll see later."

* * *

City Streets 8:00 PM

In a rough part of town, a cop beats a teenager with his nightstick while his partner stands awkwardly a few feet away, not joining in, but not stopping him either.

"You'll think twice before robbing a comic book store you piece of s**t." The cop raises his nightstick for a vicious blow, but suddenly…

THWIP-THWIP!

Two web strands wrap around the nightstick and yank it out of his hand. The cop whirls around. Spider-Man clings to the side of a building behind him, upside down.

"Hey! What the hell do-"

THWIP! A strand of webbing shoots out, splats over the Cop's mouth. In the moment of distraction, the teenager gets to his feet and races away but he didn't get very far, as another strand of webbing bounds his feet and he lifted up to be faced with the female spider.

"Where do you think you're going sonny boy? Hand it over…" The female outstretches her hand

"But I didn't steal…."

"Hand…it…over…" She said in a warning tone, the teen groans reaches for his back before relinquishing the book from his hand, she looks at the comic then back at him, "Was that so hard?"

"I need the money…"

"There are others ways for you to get money that doesn't involve stealing!" Spider-Man said he turns to face officers, "And this little camera will be enough evidence to make sure NYPD kicks you two out the force! I heard of police brutality but this is absurd!"

"I mean you guys really bruised him badly!" Silk said lifting up the sleeves, "What the heck?"

The other cop was starting to sweat, "Listen there is no need to…"

"Zip it Buck Rogers you're done." He turns to his companion, "Let's go Silk there is still plenty to do before the hour so let's do it."

"Right, get an ice pack and make sure you go to the doctors to get that checked out." The teen nodded, "And if I see you again robbing the stores or any place else I'll suck your blood like a spider would…" The teen paled, "Now scram…"

The teenager gets to his feet after being dropped then races away.

The cop fumbles for his gun, Spider-Man turns, crawling up the building, two shots fired that chink off the brick where Spider-Man was, but he's already swinging off into the darkness with Silk.

A good fight has to start somewhere, so let's begin at a warehouse, in the dead of night where a robbery is taking place…

"Hold it guys I think I heard something!" One of the thugs said

"Eh just a mouse Charlie, just relax will ya?" Another said with bags in his hand

Suddenly a bright red light flashes onto the wall above them, they freak drawing their handguns. IT suddenly yanked away from them…

THWIP-THWIP-THWIP!

"What the!"

"Hello, boys." Silk said appearing from the dark

"It's just a girl!" Charlie said, "Get her! There is only one of her and three of us!"

They charged at her but suddenly she ducked and they were faced with a flying red and blue clad of a man swinging towards them very fast. Two of them dodge the man but Charlie got the full brunt of the blow, he was then webbed to the wall.

The other two came from west and east directions as they tried to get the drop on Silk, she timed it just right flipped over taunting them on the truck, "Na, Na, Na, nana now you got to kiss me!"

"With pleasure." She was quickly spun around by Peter who claimed her masked mouth

"Hmmph…" She pushed him back, "Would you knock it off with the kissing!"

"Then don't offer yourself then."

The two crooks shook their heads, they pulled out two knives, "Come get some freakazoids!"

"You know readers it funny how he mentions Freakazoid because that was an old-time cartoon and one of my favorite fourth breaks oh…speaking of which hey maestro queue the music!"

A random band choir appears out of nowhere with the leader tapping on pue, the warner theme plays then

Super-teen extraordinaire  
Freakazoid! Freakazoid!  
Runs around in underwear  
Freakazoid! Freakazoid!

(A random super teen runs across his title lyrics. Cindy blinks looks at the two thugs who shrug.)

Rescues Washington D.C.  
Freakazoid! Freakazoid!  
Unless something better's on TV  
Freakazoid! Freakazoid!

(Switches to the teen in red long johns sitting on the couch eating junk food with a fat cat on his headrest.)

His brain's overloading  
It has a chocolate coating  
Textbook case for Sigmund Freud  
Freakazoid! Freakazoid!

(Now he is in psychiatrist office.)

Check out Dexter Douglas  
Nerd computer ace  
Went surfing on the internet  
And was zapped to cyberspace  
He turned into the Freakazoid  
He's strong and super-quick  
He drives the villains crazy  
'Cause he's a lunatic

(He plays on the heads of super villains like pair drums before hitting his own.)

His home base is the Freakalair  
Freakazoid! Fricassee!  
Floyd the Barber cuts his hair  
Freakazoid! Chimpanzee!  
Rides around in the Freakmobile  
Freakazoid! Freakazoo!  
Hopes to make a movie deal  
Freaka me! Freaka you!

(Cindy watches as this guy twirls around this giant lamppost look alike, then served as food, followed by a haircut and then a monkey? What in the heck was going on here!? Now he's driving a car?)

He's here to save the nation  
So stay tuned to this station  
If not, we'll be unemployed  
Freakazoid! Freakazoid!  
Freakazoid!

As the song finishes, the band takes a bow then leaves quickly as they came, she turns to see the thugs defeated webbed to a lamppost hanging upside down with a piece of paper stuck to them. Peter wiping his hands, "And that my friends are why I love fourth wall breaks."

The author would like to send his gratitude to the nod of Freakazoid being a part of this little fiasco.

"And this fictional guy would like to thank you for the opportunity of the momentary fourth wall break, She-Hulk got to do, Deadpool does all the time why not your friend Spider-Man?"

Because Marvel likes to screw our favorite character over that's why!

"Point taken…" Spidey nods, "So when does this fourth wall thing stop?"

As soon as you stop trying to talk to me and we can get back to the story, by the way, I think we broke Ms. Moon mind so please try to keep it simple as possible and remember you're not really Parker.

"Hmph don't have to tell me twice…"

"How…but…what…you…ugh…Ah…I…where…when…." Cindy had no words to describe the situation, zero…no intelligible words were producing.

"Don't question it, Cindy, just go with it." Peter then spins a web

"I give up…"

* * *

Elsewhere

Ezekiel was not a happy camper, Cindy left her parent's house to be with a friend who goes by the name of Peter Parker. There really wasn't much he could go by since his file said that he lives with his Aunt and Uncle, the boy was a straight-A student as a matter of fact in the future it said that he could be the next Reed Richards if he should play his cards right.

However, he wasn't interested in that, what was important was to get Cindy away from the Parker family since now they had legal custody over the moon who was going to be transferred over to another school a few weeks from now but that was the point. Mr. Sims already sense danger the Inheritors were on the move but strangely enough, they haven't entered this dimension yet…he didn't know if that was a good thing or a bad one.

"I've got to get her in my bunker before it's too late!" Ezekiel sighed, "Which means I will have to stop tomorrow to have a nice long chat with the Parker, this is going to go over well."

* * *

The next day a new and ominous danger has menaced the people of New York, no man knows where he'll strike next! No one can cope with this new threat, without warning he strikes without a sound.

A man notices a large shadow of a bird, a very big bird then his loses his grip on his briefcase, "It's the Vulture, he stole my briefcase with the fortune in bonds! Help! Police help!"

Citizens panic as they witness an elderly man fly in the distance.

"I've read about him in the paper but I've never expected him to make an appearance!" One civilian says

"I didn't believe it at first but now I know he exists do you think that Spider-Man exists as well?" Another said

Murmurs went around the panic citizens and they could hear was the cackling of the vulture in the distance.

* * *

 **LXD: Another chapter done re-edit  
**


	8. Chapter 8

**Disclaimer:** **Spider-Man and other Marvel related content belong to Marvel**

 **Chapter 8 An eventful day**

Realm outside of time and space

It was a dwelling place of a Deity the Being perfect in power, wisdom, and goodness who is worshipped as creator and ruler of the universe. He was the incorporeal divine Principle ruling over all as eternal and the saint's hopes to go to Heaven when they die. It was a place or condition of utmost happiness something that is very pleasant or enjoyable, it was a state of thought in which sin is absent and the harmony of the divine was present.

The third heaven, the location of which is not revealed, is the dwelling place of Elohim. Heaven possesses the "glory of God" the very presence of the one above all. Because heaven has no night and then He Himself is the light, the city is filled with the brilliance of costly stones and crystal clear jasper. Heaven having twelve gates and twelve foundations a place of "no more" no more tears, no more pain, and no more sorrow. It was a place promised for true believers in whoever beliefs in the Christ shall never perish but have eternal life.

It is here that we find people walking among the great street which was made of gold, as pure as transparent glass laughing, praising the creator or talking amongst themselves. The holy angels were there as well some were praising God. Others worshipping the Creator rejoicing in what He does. Serving him or appearing before Him, they are instruments of His judgments, even bringing answers to prayer. They aid in winning people to Christ as well observing Christian order, work, and suffering. They encourage in times of danger to both believers and non-believers and finally caring for the righteous at the time of death. But the most important of the holy angels is their instant, unquestioning obedience to God's commands.

So the sons of God came to present themselves before the LORD and Above Him who sat on the throne were seraphim, each with six wings: With two wings they covered their faces, with two they covered their feet, and with two they were flying. And they were calling to one another: "Holy, holy, holy is the Lord Almighty; the whole earth is full of HIS glory."

At the sound of their voices, the doorposts and thresholds shook and the temple was filled with smoke. All bowed before the throne crying in unison, "Holy, holy, holy is the Lord Almighty; the whole earth is full of HIS glory."

One of the angels looked up at their KING, "Master what is the meaning of the gathering of all the angels? Michael had told us that there was something important that you wanted to speak to us about."

 **"Yes."** HIS voice majestically echoed throughout the throne, "I have summoned you here because there is something quite out of the ordinary that shouldn't be here but it is." The murmur went around the angel hierarchy, **"One of my creation is not who he is but rather another as well the multiverses is combining with one another."**

"What does that mean ?" Another asked, "Everything you do is only done by your will alone, not one timing or situation goes unnoticed even your plans extended to the other celestial host."

 **"He is here by accident but he will have a purpose here, which is why I AM assigning one you to guard this boy until his 20th birthday. I've known this child since his birth for it was I who created him in MY image, I gave him a purpose to one day use his talents for the good of mankind even though they will reject him. I will reveal MYSELF in time to him…behold…"** A window opens to reveal a boy with brown hair, **"Behold Peter Benjamin Parker but he is not Peter Parker…"** Each angel shrugged not understanding what he meant until another image fizzled in the view and lo a new face appeared as the silhouette of the Parker boy faded. It was an appearance of a man stuck in the 15-year-old body, he was a bit muscular, soft in the dark chocolate eyes, hair a little messy and having a sense of seriousness around him.

"Could I say who is that?!"

The One above all chuckles, **"In time I will reveal his name, for now, I need one of you to go and guard him so who among you will go? I WILL put a protective hedge around him included with the angel so who will do it?"**

The angels looked at one another, seeing who would be the first one to go down to earth, then one angel stepped forward, "I will do it, Lord."

 **"Very well Joel, go quickly and should any entities give you trouble rebuke them in MY name and be wary about our enemy for the devil is like a roaring lion seeking whom he may devour."**

"I shall go quickly."

 **"I will give more instructions when you return."** HE said

No sooner did the angel disappear in the twinkling of an eye, another bright light illuminated the throne room and it manifests itself as a being as a humanoid cosmic entity with three faces, and a golden body having a mantle over two of its faces while one was revealed with eyes glowing with power.

"It's the Tribunal!" One angel exclaimed

"What's he doing here?" Another said watching him walk towards the creator of the universe

 **"From where do you come from?"**

"From safeguarding the multiverse from an imbalance of mystical forces. To also prevent one universe from amassing more power than any of the others, or from upsetting the cosmic balance in some way."

 **"State your business Tribunal."**

* * *

Midtown High School Gym Class 10:25 AM

The whistle blew hard, anyone that wasn't within an earshot of the horrific sound blasting right in the eardrum was lucky the others not so much. After a few more seconds of blowing the coach spoke, "Alright people! Today, we'll be staying inside since it's raining outside; we were going to have students do the mile but we'll save it for another time. The choices before you are volleyball, dodgeball or shooting basketballs or you can hit the pool since we can't do any outdoor activity, so let's go make your choice we don't have all day!"

Ned came up to Peter nudging him, "So what are you going to do man?"

He shrugged, "I'm debating that myself." It was true Peter wasn't the most athletic person around however there was one little thing that these people of the Marvel universe didn't know; _'With the spider bite I got I'm pretty much am pretty athletic mostly a swimmer back in my old high school I was the team captain despite that I was mostly on JV varsity team, still I can't help but wonder when the swim tryouts are in this universe, is it in the Winter or Springtime? Still, I can't help but wonder to use the spider bite to my advantage when it comes to sports.'_

As he thought this a pair of hands wrapped around his eyes, while their body pressed up against him, Ned was amazed at the girl in front of him.

"Guess who?" She said giggling lightly, _'Peter is going to be so surprised.'_

"Hmm…well it's not MJ, no it can't be Gwen….Oh…I know your Santa Claus wife…" He said

"Guess again…." She sang

"Hmmm….The voice sounds familiar…I wonder…I know Lola Bunny…" Removing the hands from his eyesight, as he turned he was met with a strawberry-haired girl. The said girl jumped on Peter while he wrapped his arms around her waist lifting her up leaving her feet dangling a little over the floor, thanks to his ability to stick anywhere he didn't fall over or staggered.

"Heeyyy buddy has been a while…" She said, "Miss me?"

"No, not really I could have lived on without you know that Lorina besides I got a couple more girls waiting for me at home."

"Humph…" She frowned, "Well I never…"

Placing her down on her feet he smiled giving her a warmth felt hug which she returned.

The other boys couldn't believe that this pretty girl knew Parker, Flash being one of them "Geesh look at Parker."

"No this is got to be a prank or something."

"I heard rumors that he kissed Felicia."

"What?" Flash turned to Kong, "No way…"

"Hey dude that's what I heard, pinned her against the locker and started making out with her."

"Puny Parker being bold? Is the world about to end?"

"Hey isn't that Ava?" Another jock said

Ned, Peter, and Lorina kept talking while choosing to be around the basketball court well, two out of three were talking but it was discreetly they didn't reveal anything that would hint them being Spider-Man or the White Rabbit well Lorina identity was exposed after her arrest so everyone knew about it.

"You know I'm surprised, I thought you be gone a little while longer? But I'm glad you here now, seems you followed direction from you know who."

"Well this lucky bunny got a long way to hop her way back to the top and with a little incentive too might I add…from the Spider-Man." She said giving him a wink, "Besides my father called in a few favors to get me out of jail."

"What are you guys talking about? Are you two dating or something?"

Peter lips tightened, "Ned this Lorina, she's an acquaintance I met over Skype so no I am not dating her."

"That doesn't mean anything, there is a lot of dating sites for people to get to know each other, not to mention people use social media like Skype to know what the other is like."

"Yup, I thought he would have a bit more muscle he looked bigger when we were chatting…" Peter tuned them out he eyes searched the gymnasium, a lot of people were here. He saw Felicia filing her nails looking straight at him, with a very serious gaze.

' _Wonder what's got that girl giving me a death stare?'_ He gave a small wave to her, she responded with her own while she went back to her nail filing still giving a look. _'Yeah, I really don't like the way she's staring at me…moving on…'_

"Hey, why don't we try some hoops."

As they get in line to shoot hoops into the basket Peter notices Ava was pinned, she was not enjoying being between the jock and bleachers, his train of thought of helping her was interrupted when the coach called him out, "Parker!"

He faced an overweight, red in the face man.

"You're up…" The coach shook his head, "And please someone call me Guinness…for Parker having the lousy shots of the decade. I'll give you credit Parker, you show up no matter futile the gesture, let's go."

Peter rolled his eyes, "Coach not everyone is fit to be the next Michael Jordan or LeBron James I could be skipping gym class today if I wanted to but then again what will be the point of it?"

"Take shot the Parker before I lose my patience."

The students behind him snickered, he was lousy sports player. He heard them whisper behind his back literally. Peter bounced the ball twice favoring his right hand before dribbling completely. The man lifted a brow, he watched as the young brown head teen spun the ball in his fingers before taking aim and firing.

SWISH

The ball went in catching nothing but net. The coach blinked, the students gasped Parker made a net.

"Do that again…" He said, "This time I want you to make another shot hitting the backboard."

"Alright." Peter shrugged while overhearing Flash talking to the young Hispanic girl thanks to his enhanced hearing

"Come on, I know there's more to you Ava I've been checking you out…" Flash got real close into her personal space, Ava pushed him back.

"Ever heard of personal boundaries, Thompson? Well look it up in the dictionary it means don't get into my face unless you want to get hit." Ava then added, "Aren't you seeing Mary Jane?"

"I like that in a girl…feisty, turns me on and MJ? Well, she doesn't need to know…"

Peter's eye twitched

"Come on Parker while I still have the will to live!" The coach said

He ignored the teacher, still listening to the conversation occurring, he saw Flash grabbing Ava, she was getting agitated with his pestering she could have knocked him back with her skills but it would be raising eyebrows.

' _Normally I wouldn't do this but Flash doesn't know when to take a hint.'_ He sighed, _'I'm going to hate myself in the morning tomorrow and I know my father taught me well not to get involved especially when it comes to a girl but Flash needs to be brought down a peg or two. Though I can't help but remember how the conversation started it's at the tip of my tongue…'_

"Come on Ava…I want…UGH!"

SMACK

Right in the face, Ava is taken by surprise when the basketball came flying so suddenly.

Peter winced, _'Not what I was aiming for…'_

The coach is baffled at what is transpiring "Whoa there Parker…"

"What the hell…." Down on the ground Flash is clutching his face, "Ow…"

"Keep your hands to yourself Flash, you already got yourself a girlfriend and it wouldn't be wise to be cheating on her with another. Leave her alone." Peter had to stand his ground now, _'Out of the oven into the furnace…'_

Gritting his teeth he wanted to rush him, "Are you out of your mind Parker I'll squish you…"

The coach got in between the two, "Flash get out of here. Hit the showers! You're done."

Flash looks at the teacher enraged, "He hit me!"

"I will deal with it, hit the showers, Thompson!" He said firmly

"Three o'clock…" Flash got into Peter's face seething with anger, "I'll see you then…"

"Looking forward to it." He said nonchalantly

"THOMPSON SHOWERS NOW!" The coach shouted, "Or I'll report for disobeying an adult!"

"THIS SUCK MAN!" He shouted walking away throwing his hands up in the air in disbelief, "I didn't do anything!"

Now the man turns his attention towards the teen, "Well, Parker it looks like you can throw a ball when you want to…but you do realize I am going to have to take disciplinary action for that little stunt…yet, in this case, I'm going to let you off with a warning next time it's going to be the office do I make myself clear?"

"Crystal…"

Ava drew near to Peter as the coach turns his attention back to the students, she nudged him, "You didn't have to do that I'm more than capable of handling Thompson myself you know but thank you anyway."

"You're welcome…" Peter rubbed the back of his head "Flash needs to take a hint he needs to be brought down a peg or two."

"I never thought you had it in you to do that Peter."

"I'm full of surprises."

"Is that a fact?" She questioned

"More than you know…" He said smiling

Felicia carefully studied him from afar, thoughts about this Parker person was really eating her, especially what happened the day before with the whole electric guy. Where was he during that event? That bathroom excuse wasn't cutting it, she knew when Harry was lying so what's going here?

"Guess I'm going to have to do a little digging about you Peter, you're hiding something and I want to know what that something is."

* * *

The day went through without incident minus the fact Flash was giving Peter the death of a lifetime every chance he got. However, it was lunchtime for the students and the peace was soon about to be interrupted. Five students decided to go outdoors and finally after a few days of keeping silent Liz Allen summons enough courage to tell MJ the truth. The result not pretty at all since the battle was one-sided.

"YOU'RE LYING!" Mary Jane had to be restrained by Gwen, Harry, and Peter as she tried to claw out Liz eyes in which this case she was covered in bruises, "HOW COULD YOU DO THIS TO ME I THOUGHT WE WERE FRIENDS!"

Liz already had a busted lip along with a broken nose, black and blue eye with tears streaming down her face as she gazed upon a riled Mary Jane Watson who was angry while tears streamed down her face falling to the ground. Her eyes were swollen from crying when the brunette told her about her dating the quarterback behind her back.

Peter was right, it was going to hurt Mary Jane as much it did her when he told to speak to the redhead in private today at lunch, it was also a good thing that these guys had a meeting place in the middle of the schoolyard.

"LET ME GO!" She threw off Harry and Gwen but Peter stood in her way, she didn't care as she tried to bypass him shoving him out the way. Peter was not about to this girl's arms be broken because of a bad relationship call; using his strength he grabbed her by locking her into a bear hug from behind.

Mary Jane screamed in fury trying to throw off the Parker teen, he noticed how much stronger she was compared to him, despite the male being physically stronger he remembers that female spiders are much stronger than their male counterparts or so says the internet but it could be adrenaline as well.

Thrashing to get out his grip she even tried to reverse butthead in the nose, still, he would not let her go despite the pain in his face. This time she pushed her arms outward breaking his grip, alarmed that he was losing his grip; he did what he had to do…he knees Mary Jane in the back of her knee causing the teenage girl to yelp as well buckle from the sudden impact.

With the girl off balance, he brings her down to her knees quickly by picking her up and slamming her to the ground with both her knees touching the ground. Dazed by the sudden movement thanks to the head jerk it caused she feels her arms being wrapped around another pair of arms than two hands clamp on her neck with something driven in her back.

Try all she might, she couldn't break free of the grip. Panting hard Peter looks back from the corner of his eye, "Hey Harry help Liz out…"

He didn't need to be told twice, the young Osborn goes over to the fallen brunette extending his hand towards her. Hesitantly, she is hoisted up to her feet with some staggering but she is kept in place when Harry wraps his around her waist for support.

MJ sent a death glare towards Liz, "If I ever see you again…I'm going to tear you apart and next time…"

"Oh for the love of Pete give it a rest Mary Jane!" Peter said, "The girl said she was sorry and this is how you act? Look I know this is a tough situation; but like I told you on the bus when we were going to the expo Flash doesn't care about you! You are only a trophy, I saw him flirting with Ava and trying to take her by force, you should direct the same anger at him not her even though she too is to blame as well."

"Why are you defending her Peter?! She deserves what coming to her! Why can't you just let me…"

"Beat the living turd out her? I'm sorry red but you need to look at the girl you just pummeled." He let her head up, "Look at Liz, broken nose probably dislocated, you punch her in the stomach knocking the wind out of her, then you nearly scratch her eyes out enough is enough…. ** _also you got spider-powers, you can kill someone with your bare hands do you want her blood to be on your hands for something stupid as a boy breaking your heart?_ " **He whispered the last part in her ear

MJ's fierce demeanor went from angry to sobbing in a few moments, she cried the tears slid down her face, Peter slowly lets her go he had to make sure that she wasn't going to jump her. MJ covered her face to hide her shame, slowly Peter kneels to her level embracing her tightly, Gwen came offered her support as well.

Liz's eyes watered this was the price of cheating; friends being hurt because you just want a little love, she tilted her on Harry's shoulders allowing the tears to run freely. She could feel him tighten his hold on her as he stroked her back.

All that was heard was the sobbing of two broken friends, Peter said gentle words to her in the ear, "Everything is okay…it's okay…it's going to be okay…." He quietly prayed it will work itself out, rubbing her back soon enough sniffles were heard.

It was quiet for the most part, he signaled to Gwen to let her go, she nodded letting them both go. Gingerly he stood up along with Mary Jane, he still had her in an embrace as he stroked the redhead's girl hair, "Look I don't have words to say or tell you I cannot imagine the hurt you are going through right now or what's going through your mind...I will keep you two in prayer." Peter said, "But right now you two need to forgive each other or else the seed of bitterness will be planted and it will be harder to forgive and easier to hold a grudge."

"I can't…" MJ with a disdained look couldn't even face the brunette, "Not right now…*sighs*…you caused me a lot...*huff*…pain…Liz…consider our friendship over…I never want to speak to you…"

Gwen nudged Peter whispering something, he let the redhead go as the two girls leave. Liz looked worse for wear, Pete sighed, "The principal is definitely going to have a field day with these two girls…" He stared at the weeping brunette; _'Although Harry and Liz might make a good couple…I wonder…if I can hook them up.'_

* * *

Elsewhere NYC in the later afternoon; New Yorkers are accustomed to watching their backs, but lately, a new threat has been coming in from a new direction…from above…

A young woman in her 20's quickly crosses the street to get away from a very suspicious looking Caucasian man, who takes an interest in her. She looks back and notices that he begins to follow her of course if she was paying more attention to the air she would have noticed a shadow over her.

With a snatch, her purse is taken,

"HEY GIVE THAT BACK YOU THIEF!" She shouts

Bystanders watch in awe and shock to see the supposed Vulture steal this young woman's purse, one bystander had a camera in hand; he takes the picture of the man flying away. It is later sent to the bugle with the headlines reading:

 **Daily Bugle**

 **Threat from Above**

 **THE VORACIOUS VULTURE STRIKES AGAIN!**

And underneath the almost pixelated picture is the suggestion of a quality photo of either Spider-Man and his companion or the Vulture for $500.00.

* * *

Somewhere in an ally

"NUUUGGHHH!" Flash swings with a right hook, Peter easily dodges the punch ducking underneath looking quite unimpressed

His supporters cheering him on, "Come on bring the pain Flash!"

Once again Peter dodges another hook, "You are starting to bore me Flash…"

"Er…errr….What's gotten into you, Parker!" He says swinging at him once again

"What did I say from the beginning? I didn't want to fight you." Peter jumps back slightly avoiding a jab to the face

"No…you gotta be in my business!" He swipes nothing but air

"Listen Flash I know we had our differences in the past and this fight was a long time coming but what you are doing is very dangerous that can hurt you as well as your partner."

"What are you talking about?" Flash still with his fist up bounces a little on his foot as he bobs and weaves

"I'm talking about your unfaithfulness." Peter said crossing his arms, "Do you not care?"

"Pfft…no one can tame the Flash…" He said, "I like to keep my option open."

"You option open you say…" He deadpanned

Kong shouts, "Beat his butt…"

The other spectators cheer on their quarterback to own Parker. Flash sweating sends another right hook towards Pete happy to oblige them. Instead of dodging the attack the spider-bitten teen sidesteps to the left blocking the hook with both hands before he uses his left hand gripping the jocks wrist. He follows up with a karate chop to the trapezius with just enough force to cause him to yelp in pain, the young teen then knees the jock in the stomach causing him to double over, he twists the jocks arm using his spider-strength then kicks the back of his knee to send the jock to kneel, the crowd gasps in surprise Flash is beaten by Puny Parker.

Struggling in his grip Flash tries to get up but his opponent puts pressure on his arm, "I'm serious Flash I don't want to fight you."

"Ngghh…you should have thought about it before you entered my business." Flash was surprised by Parker's strength, _'When the heck did Puny Parker get fit?'_

"You were flittering with a girl, not your own that mister is a severe case of signs that you like to around to flirt with every girl you see." Peter said flatly, "There is another term for it and I think today's youth have forgotten something that older generation has not, adultery I mean come on in today's society it's okay for guy who is in relationship to get with another girl and be considered a hero but it's not okay for girl to do it because then she considers a whore a double standard if you ask me."

"Don't you start preaching to me, Parker! I don't need you to tell me…Er…what I can or can't do, I can see it now you boring people with some stupid sayings or philosophy and don't act that you are a saint either, I saw that you flirting around with that new girl and I heard that you kissed Felicia, what's that about huh?"

Silence fell upon him, he was thinking of a way to respond back while keeping his grip on the blonde, "You want the truth? I'm not in a relationship but you are and sometimes I'm not even aware that I'm flirting unless I start first or I use it to joke around but where does the line in the sand be drawn…the path of the adulterer leaves ugly wounds and scars. The person who commits such a thing will destroy his own soul… _trust me I know_ …" He said that last part quietly then he says, "My faith and belief is what's keeping me from crossing that line, it always starts in the heart before it becomes physical then..."

"I told you to shut up!" He shouted, "I can do what I want! I'm not hurting anyone if MJ doesn't find out beside and I like to keep my option open, you think I want to be around her all my life I want to see other people."

The others shrugged what was Peter gaining from this, was he losing his mind or was he talking in cryptic message, did Parker like MJ? What kind of girl would want Parker?

"Then let me ask you something what do you think of MJ?" He asked

"She's hot but like I said I want to meet other people." Flash said, "That's why I was dating Liz behind her back."

"You sure it wasn't to get in between her legs?"

"Mind your business, Parker." Flash tried to get up but Peter didn't allow it

"Oh I will but I do believe you owe someone an explanation isn't that right MJ…" He looked up to see the seething Redhead staring towards her soon to be ex-boyfriend.

Flash paled a ghostly white, the others winced. The blonde knew he was dead meat, Parker stalled long enough to get him to confess he realized. Finally, the young teen lets him go, "I'll leave you two alone so you can discuss your problems with one another."

He walks up to the girl warning her, "Don't overdo it."

"I make no promises." She said, "Flash is going to get what's coming to him."

He wraps an arm around her whispering through gritted teeth; **"MJ don't forget that you have powers one accidental punch and his blood will be on your head, say what you need to say and end it."**

While she wanted to claw Eugene eyes out, Peter had a point, **"Fine…this won't take long anyway."**

He sighs, "This is going to go against my better judgment I'm going to regret leaving him in your hands."

The girl walks up to the blonde jock, "Hello Eugene…too good for you big boy? Liz told me everything and I want to know why you would do that to me?"

"Uh…ha…ha…umm…damn…" Flash had no words coming to get him out of this mess, he glared at Peter; he held his hands signaling this was between the two of them, he turned to leave not wanting to see the end results as he begins to leave the ally, suddenly Peter shudders violently not that anyone was noticing.

' _What the heck was that about…?'_ Something was off and he knew it but he couldn't place his finger on it, it was like the universe shifted or something was going to happen very soon. He shrugged it off thinking nothing of it, "I want to go right now and maybe try this dating thing Elektra

* * *

Osborn resident later

Kong is at Harry home telling the rich teen what had happened between Flash and Peter, "Yo it was crazy, you should have seen it! Flash is ready to unleash a can of butt whoop on Parker and what happens after that, Parker goes does this fancy karate stunt taking Flash down to his knee twisting his arm. You know what else MJ was there too and boy was she mad as a hornet! I think their time together is over man"

"Well, that's what happens when you find out that your boyfriend been cheating on you Kong," Harry started taking a bite of his apple, unknown that his father was listening to the conversation.

"Yeah but you want to know the strangest part, Parker talking something about adultery and how it starts in the heart, said it was his belief that stopping him from crossing a line, I don't know man I don't get it."

Harry shrugged, "Honestly, I think it's the way he has been raised, I mean I don't know much about religion and I could have sworn I heard him praying quietly but I think I caught him once or twice praying alone."

Norman rolled his eyes, _'How pathetic a young man brainwashed to be relying on a 'god'. A man has to be tough and its survival of the fittest in this world. There was no god that helped him get through the tough times, it was all me I did it without the help of a deity only a man can define his roots.'_

Kong scratched his chin, "Is he that religious? Man, we live in the 21st century and he's praying to some invisible godfather?"

"Don't be making fun of people because of their beliefs." Harry stated, "Still if what you say is true then there's something very different about Peter I don't know what it is and I've known him for a very long since we were in middle school, he's smart but shy..." Harry mutters quietly, "Yet this new boldness that he has when he got bitten by that spider, is he letting it go to his head?"

This piqued the older gentleman's interest since the other boy couldn't hear his son, _'Well, well, well, so this Parker was at the expo and was bitten by a spider…and recently this Spider-Man shows up is there a connection between the two?'_ Norman decides to confront his son, "Harry…"

Both boys look at the door to the kitchen where Norman is in a white shirt and black pants with his tie undone, "Yeah dad…"

"Harry since you are friends with this Peter Parker, I want to meet this boy so why don't you bring him over to the lab after school tomorrow to give him the grand tour. Do you think he'll like that?"

Harry brows raise in surprise, "Are you kidding me, dad? He'll love that…"

Norman nods his head heading back the way he came, "Good I hope to see you there as well he might learn something from you as well."

"Umm…okay…"

Norman walks away to his studies, "I wonder if this Spider-Man is the same boy who befriended my son."

* * *

It was early evening NYC

"You know you didn't have to come with me, Erika." Peter said as his passenger hung on for dear life, "Finding the Vulture is like finding a needle in a haystack."

"Oh, on the contrary, my beloved I want to spend as much time with you as possible." She said resting her head on his back, "You had a chance with Cindy the night you went on patrol but now you get to go with me."

Peter rolled his eyes, he'll give her credit she's persistent to try to make him her boyfriend. He felt her tighten her grip on him, "Well just stay close to me and you'll be fine."

"I intended to." She purred, he shuddered her breath was near his ear

' _Have mercy on my soul that I may not take her now. Don't allow me to cross the line oh God of this universe or else I am the hypocrite.'_ He swallowed dryly

He lands on a building where CEO's are having a meeting they are surprised to see the wall-crawler climb the side of the building to the rooftop, "Well this should be high enough to get a good view of everything."

He unties the web that held the amnestic assassin around his waist. He sat on the ledge with her following suit looking at the skylines of lights that are coming from the different buildings.

"It's beautiful tonight." She said scooting over to him

"It is…" He responded

The girl walks her fingers towards his intertwining slowly, Peter allows it as she lays her head on his shoulder.

"You are not going say anything about this?" She asks allowing the breeze to caress her face

"I don't mind as long it stays PG, besides I want to enjoy the scenario a little while longer before we have to find old buzzer breath." She nods her head as the two remain in comfortable silence, "By the way you got my camera?"

"Hmmm." She opens a backpack after letting him go, "Right here."

"Good…Spider-sense!"

"What…ooof…" Erika is knocked off the ledge screaming for dear life as she plummets to the ground

"Elektra!" Peter momentary looks up to see the old man smiling wickedly at him, "I'll deal with you later."

He dives after her free-falling quickly, Erika has fear in her eyes, as she sees her life flashing before her eyes, "SPIDER-MAN HELP ME!"

Peter was within distance reach, he spins two web lines allowing him to reach her a little more closely, he looks at the pavement; they only moments before impact, pushing the feeling of fear behind him he reaches for her and wraps her in a bear hug spinning a web as they fly over the busy street of Tribeca. Like Tarzan, he swings upward to the skyscrapers landing on another building, within his arms Erika is shaken but nonetheless fine.

Grabbing her shoulders he inspected her she was…she was…was…laughing?

"Ha…ha…ha…hahahahahahahaha….Oh, my goodness that was quite exhilarating."

"You almost died and you think that was funny?" He couldn't believe it, _'Are all the Marvels girls adrenaline junkies?'_

"Pe…Spider-man I don't understand you saved my life what's the big deal?"

"I can't stand people dying in front of me or when I hear about it…" He said solemnly, "I know death is a part of life and we all have an appointed time go but me I can't stand it, it grieves me in my heart."

She cupped his chin, "Hey you saved me that all that matters and imagine how many others you are going to help, you saved a life today and for that I'm grateful…my hero…" She gives him a quick peck on the cheeks

He clears his throat, "Stay here I got to deal with old beak head before I lose him."

He takes the camera lifted his mask up, Erika question what he is going to do to her surprised he claims her lips, she is left stunned, then smiles as he swings away, _'Maybe just maybe I can get him to be mine.'_

He swings off leaving Erika on the building.

"Alright, where is the old buzzard brain?"

"Looking for me wall-crawler?"

"Huh…" Spider-Man reaches for the camera it flashes to life several times as two feet crash into his face, Vulture grabs him midair by the ankle perching on his shoulders, "Well, well, well, this is the Amazing Spider-Man or was it the Spectacular Spider-Man?" With his foe over his shoulders he flies over the night sky, "I think I prefer the 'Insubstantial' Spider-Man." He spots a water tank on one of the buildings, "Or is it the 'Unguarded' Spider-Man or is it simply the overrated."

He drops the dazed hero towards the tank with a smile, "Tally-ho good fellow."

When he hits the water Peter is taken out of his daze, "What the-? Where?! What just happened?" He looks to the hole the moonlight is shining through, "The son of gun dropped me in a tank filled with water?" He looks towards the audience, "Of course you realize this means war! As soon as I get out here..."

As he climbs out of the tank he drums the broken opening, "Some superhero I turning out to be…I just got my tail whooped by an old fragile senior citizen wearing wings, how embarrassing well at least Cindy wasn't here to rub it in my face."

"Oh, I beg to differ…" A voice sing sang

He sighs, "How much of that did you see?"

"The part you got dropped in the water and I was laughing like a hyena."

"You are never going let me live it down are you?"

"Nope…ow!" Cindy throws a glare towards Erika, "What the heck!"

"Look things happen alright, we make mistakes." The assassin said she turns worrying towards the young man, "Are you alright Peter?"

"I'm fine just a little shaken up, how's the camera? We might get some decent pictures."

Cindy mutters, she turns around not wanting to see Peter being cuddled by this woman in front of her, Peter notices and realize that she being jealous though was it pheromones taking over or not was the question.

"Let's just get home and make sure…did you hear that?"

Cindy ears perk up, "Yeah I heard it…"

"Heard what?"

"Shh…shh…listen…"

 **BOOM**

"Okay, that one I heard." The three teens looked in the east direction to see smoke rising from a building not too far away.

"Silk you take Erika home."

"Wait why me?" She snapped

"Because I'm going to check that out."

"Who made you the boss of me?"

"Since I decided to make the team on helping to fight the crime wave of New York City now please can you do it?" Spidey asked tossing the camera to her

"I want to gain just as much experience as you do so you take her back!"

Peter exhales sharply, he looks at Erika taking a few dollars out for her "Do you mind taking a cab?"

"Not all but next time I want a free ride home got it." She said pointing a finger at him, "Without Ms. Harmonia getting riled up."

"Erika, be nice and Silk let's go."

Once they dropped off their friend on the ground away from the incident a lot of people were running for cover as they noticed, Spider-Man was surveying his surroundings hoping to catch the criminals in the act after setting up the camera in the right spot. Instead, a taxi cab is sent hurling in the air thanks to another explosion the web crawler's spring into webbing the taxi suspending it in midair.

"Now who said that it was impossible to catch a taxi cab in New York?" Spidey quipped, "Anyone?" Silence greeted him since everyone was in a panic minus Cindy

"Must you make a joke now?" Silk pulls debris off a fallen an injured pedestrian

"No? Too soon? Man, where is the sense of humor? It has certainly dropped much lately." Speaking with his usual joking tone

"Too soon…Spidey…to drop..." She said handing the victim over to other people,

"Drop this, a**-hat!" a female voice yelled as a blast of some kind of energy was fired at him from within the building.

Spider-Man dodged the attack by backflipping twice and took a fighting stance for the next attack. That was when Spider-Man got a good look who it was that was robbing the jewelry store. It was two women and judging by the apparent age difference and similarities, with the same matching outfits that showed off their feminine curves, one was the mother and the other was the daughter. This idea was enforced when the older of the two told the younger to stay close to her.

"I know Mother!" the younger girl said, drawing out the word 'mother' to show her annoyance.

Peter recognizes them immediately, _'The Bombshells!? Did I fall into the twilight zone of the Ultimate universe or is this not Earth-616?'_

The oldest of the pair had long dark rather wavy hair and wore a mainly white coat over a skin-tight black and orange outfit with thigh-high dark red leather boots. The mask she had on barely covered her face. That and the fact her outfit easily showed her bust size was considerable for her slender and voluptuous figure.

The youngest of the pair wore a similar outfit but instead of a coat, she had on what looked like a cape. Overall, her outfit showed off more skin than her mother's. She wore a pair of shorts that could be barely called such as well also wearing thigh high boots. The upper half of her outfit also showed off her bust size which for her age was also considerable.

' _Then again, there are some girls in the world that were more developed than others.'_ Clearing his throat he spoke, "By any chance, you girls wouldn't happen to be the Bombshells would you?"

The mother eyebrow was raised but the younger one responded; "Yeah, we're the Bombshells and we're going to f**** you're a** so bad you won't be able to s*** unless you have a tube!"

"Wow, a mother and daughter crime unit with matching uniforms and I heard people can't go without cussing in a single sentence but you young lady swear like a marine." Spidey laughs, "By any chance…"

BOOM

Spidey and Silk are both thrown back to the opposite sidewalk yet not before hitting a wall then landing face first.

"What the heck was that?" Cindy ask rubbing her head

"Some sort of energy attack." He responded shaking his head

"Here's another one for you a******e!"

"How do we beat them?" Silk ask

"Separate them I'll explain later." Both spiders dodge the incoming blast

Spidey and Silk jump from one car to the other as the mother-daughter duo tries to hit them yet with no luck. Timing it right he sticks to web lines to the ground which pulls him back before launching him forward towards the older Bombshell.

The mother is sprayed with webbing to the eyes blinding her, she yelps dropping the bag full of money to pry off the sticky substance from her face. Spidey then web-swings away with her in tow so neither of the women is close to each other to use their powers.

"Mom! You son of…."

"Didn't your mother ever teach you not to curse?" The younger girl is knocked back by Silk from a flying punch to the face, she is sent flying 30 feet away.

The girl rubs her cheek, she screams in rage as she charges with a fist in the air ready to strike but one problem accord, as she tries to punch Silk no energy charge was present. To enrage to notice she starts swinging hooks at the girl who dodges with ease, "RAHH! You B**** I'm going to fu…HMMPH!"

Cindy webs her mouth shut, "Would you just shut up with the cursing? Really, you sound like a sailor." The Asian girl grabs the other girl's wrists twisting it behind her back hard.

Despite being gagged with the web on her mouth explicit words were said to Silk, "GUH HHUH UUH UF MU MUUHH!" Immediate but not enough to truly silence the angered energy wielding girl. "Ufh'muh ghuuhngh mu pfmhu FUM HHUH!"

"The answer to all of that is 'I don't think so'." Silk waited patiently for Spider-Man to arrive back

"F***** UUUUU!" Although her words are garbled underneath the gag, Silk can understand enough of what was being implied.

"You would like that wouldn't you."

"Alright, I'm back!" Spider-Man came back though keeping a fair distance between them with the mother over his shoulder squirming tied from shoulders to the ankles with some webbing leaving spacing in between as well as gagged.

"What the heck took you so long?" Silk commented

"This one was feisty that's all I can say after we fought on the roof, I got to say she has one heck of a right hook "…Ow…" Spidey rubbed his jaw it still stung

"So what now?"

"Leave them for the police but keep them separated, their powers only work when they are close to each other isn't that right Lori and Lana Baumgartner."

The two of them looked at the wall-crawler in surprise since he knew their alias, even Silk couldn't understand how he knew. After leaving them hung upside down on different lamppost on the opposite of the street they left a note on both of them for the police.

Cindy web swung a bit further from Peter question forming in her head, _'How did he know what to do? Peter, what are you hiding from me? In fact all this time you've been directing us the way you want us why?'_

* * *

Ezekiel underwent some form of ritual which granted him the powers of a Spider-Totem. Upon being granted these powers, he set about amassing a fortune. He soon learned that being totemic in nature, he would be beset by those of orders higher up the totemic hierarchy.

One of these beings, Morlun an Inheritor, would become something of a nemesis to him, and Ezekiel began to take steps to gather all the information the could on Morlun to protect the future generations of Spider-Totems, paying for bunkers to be constructed which would block out anyone who could find those with ties to the totem-order. Ezekiel also became a member of the Spider Society, helping found Web Corps to serve as a front while hiding the true agenda that he had, saving the most important totemic hierarchy; the Spider-Bride.

It has become his life mission to save the appearance of random spider bitten beings, Ezekiel contacted her family in order for him to train her in the use of her powers until he realized that Morlun was tracking her one day. He needs to lock her away in one of his special rooms at the bottom of his tower to protect her from the Devourer of Totems if she dies that will be it for any more chances any other spiders to awaken.

He had to get her no matter the cost, even if he had to use his own powers to drag her with him. He looked outside it was a calm night in Forest hills neighborhood, he sighed heavily he hoped that these people would listen to reason as he arrived at the Parker's home **  
**

* * *

 **LXD: Hey guys next chapter here, I won't be able to go through everyone since it's late but thanks for your continued support.**

 **For my reviewers:**

 **jdude281: It's going to be crazy when we get there**

 **hadoukendave: Oh I agree but you have to remember this is not the original Peter Parker, I won't say much but I hope this chapter clears up what I'm saying**

 **Guest: In all honesty, really? I appreciate your honest review but just because a story doesn't have what you potentially want you leave the story despite saying it's a good idea? I guess to everyone preference I guess I can't stop you from leaving and I am going to address it later in the story but okay thanks for reading**

 **death444: Glad you like it, no comment on the harem suggestion**

 **Guest: I got something special in mind**

 **Cadelorbe12: Glad you are enjoying it, more to come!**

 **SonicMax: I hope you enjoy it towards the end**

 **Bloody-Kitsune-Lover: Well thanks I don't consider myself great decent yes but great now you are making me blush but I always find room to improve**

 **spiderman1fan: Tell me about it and as for superhero team in the future well…I already have something in mind**

 **As always comment rate, subscribe, cheers**


	9. Chapter 9

**Disclaimer:** **Spider-Man and other Marvel related content belong to Marvel, anything else belongs to me**

 **Chapter 9- Appearance **

Parker Residence Later that night 10:50 PM

"Perhaps I didn't make myself clear, Mr. Parker…" Ezekiel said coolly taking a sip out of the tea in his hand, "You are putting yourself as well as your family in danger of being targeted by these monstrosity called Inheritors, since you already know about your nephews powers; I will not take him via your request however, you must let me at least train Cindy in how to control hers, she is a very important piece to the appearance of Spiders across the multiverse which if I had more time I would discuss it with you in detail but I don't."

"Again my answer stays the same Mr. Sim and with all my respect I will not hand over Cindy, if she wants to go with you fine but if not that's her decision and we already have legal custody of Ms. Moon so as her legal guardian my response is a **NO**." Ben was getting irritated with Mr. Sims he appeared around 8:00 pm this evening, "Besides with every that has happened with her family she needs to be among friends not being isolated for who knows how long until this Inheritor business is over."

"Surely Mr. Sims there must be another way around this?" May wasn't keen on handing over Cindy after the incident with her family the girl needed to be around people, not the opposite. Plus May was not only excited to have another female or two in the house to out due Ben and Peter she was growing attached to the girl despite circumstances.

"If there was I would have told you but there isn't." He replied, "Where is she now?"

"Out with my nephew…" Ben quieted down as he heard a thump upstairs in Peter bedroom, "Speaking of whom…"

After a few moments of scuffling, footsteps were heard both said teens coming downstairs, talking with each other, "I'm telling you, Cindy, the feeling that I got before Vulture attacked…there was something strange about it…it was different…"

"Oh, care to enlighten me? Because I am not following along, so after he managed to get the drop on you by dumping you in a water tank…"

"You are not going to let that go are you?"

"Nope…" She smiled. Peter's face turned red, she giggled upon looking at the red tint nearly covering his whole face, "I never knew that a boy like you can blush so much, I mean you are red in the face, the ears…quite a sight to behold..."

"Yeah, yeah laugh it up, Ms. OH...hello." The conversation is cut short when the duo arrive in the living room; there they are created by Uncle Ben, Aunt May and a mysterious man that they never saw before or did he?

 _'_ _Ezekiel…already? Damn! Looks like I'm out of time, if he's here that means Morlun or one of his siblings are already on the move.'_ 'Peter' jaw tighten a feat that didn't go unnoticed by the elderly man.

Taking one big gulp of his warm beverage he stood up walked over to the young teen stuck out his hand, "I assume you must be Peter Parker?"

"Yes." He replied _'Actually I'm not 'Peter Parker' I'm a 23-year-old guy trapped in the body of_ _a teenager who knows certain future events and is trying to prevent them from happening.'_

"Well allow me to introduce myself I am…" Ezekiel didn't get the chance when the young boy spoke

"Ezekiel Sims founder and CEO of WebCorps though not much is known about your company only that you built from the ground up within a span two or three years." He said impressed, "It's rumored that you are the leading human activist for human rights."

Ezekiel was impressed not only did this boy do his homework he made sure to stay in the now of his private life very good indeed, "Well I guess introduction is not necessary, then I'll cut to the chase your friend is a very special person that I must protect and train immediately, she is what is known as the Spider-bride."

"Really?" Peter feigned his surprise, "What exactly is this…umm…spider-bride…" _'As if I didn't know who Cindy Moon was already…'_

"The Bride is responsible for Spider-Totems appearing through chance or unwanted luck or by other means throughout the multiverse, she is an important piece of the order which why I've been trying to convince your relatives to hand her over for safe keeping." He said, "If not then it will be too late and **he** will find her, kill and maybe worse try to erase the chances of the spiders appearing."

"What a minute…" Every eye turned to the young female teen; "So from what I understand, I'm this important figure to who knows what now…you're also telling us that someone is coming after me because they want to kill me? Not only that; you want me to go with you so you can keep me 'safe'? Are you out of your mind?!" Cindy exclaimed, "There is no way I'm going with you, I rather stay here."

"Stubborn girl, I understand what you are going through right now but if you don't come with me you are putting your legal guardians as well as his life in grave danger." The older man pointed his finger at Peter, "He is the center of the web, and you are his bride so to speak."

"Try telling that to my other girlfriends who got bitten by the same spider that bit us both."

"You mean there are other spider totems in this world besides you two?" That was news for Ezekiel he was under the impression that the chosen spider, as well as the bride, were roaming about, "Where are they?"

"I'm no snitch to disclose the whereabouts of their location that's number one…" The Parker boy held his hand in the air counting with his fingers, "Number two they haven't said anything to their relatives so even if you did manage to convince them that their daughters have spider's power good luck against papa bear and mama bears to have them let you take them away from them to your secret bunker."

The moment the word 'bunker' left Peter's mouth, Ezekiel got suspicious his eyes narrowed, arm folded within each other, his face stone cold and a small hmm…escaped his throat.

 _'_ _Damn it! Damn it! Damn it! Damn it! Damn it! Damn it all to heck! Too much information, nice one, now he suspicious of me.'_ 'Peter' cursed himself mentally as a small buildup of sweat began to form on his forehead

"A bunker! You were going to keep her in a bunker!" Aunt May was livid, "How long were you planning to keep her there!"

"Until the threat was over." The man said indifferently, "Though I am surprised Peter how did you know that I had a bunker? Was there more to the report then there is? Now no one says things like that causally without reason, so leads me to believe that you know more about what's going on here than meets the eye."

Uncle Ben and Aunt May looked at their nephew but it was Ben who found his voice, "Peter what's going on here? What does he mean that he was going to keep Cindy in a bunker, what for?"

"Come to think of it." Cindy said stroking her chin, "Now that I think about it; you knew how to beat those two Bombshells, you never really explained how their powers worked."

 _'_ _ **S**_ _ugar_ _ **H**_ _oney_ _ **I**_ _ce_ _ **T**_ _ea on sandwich, so much for keeping a low profile here. How in the world will I be able to explain to them that the Peter they know is being overrun by an outsider who is really not from this universe? Not only that but he knows certain events that will come to pass. You can't! They'll put me in the looney bin if I told them the truth, they can't handle that truth not yet at least. Man, what I am going to do?'_ Peter swallowed dryly looking between Cindy, Ben, May, and finally Ezekiel

"We're waiting for an explanation Peter…"

Taking deep he opens his mouth but suddenly a sharp pain starts to tingle in his head, telling him to run and hide, clutching his head he turns his head Cindy frozen in fear as she too has her hands on her head groaing in pain, Ezekiel's eyes widen his face turning in pure hatred as his nostrils flare. The spider-sense tingles harder urging Peter to run and hide he spins to be met with red glowing eyes staring at him.

"I'm too late…" Says Ezekiel, "This is the end."

Suddenly, a figure is thrown through the window and it is revealed to be Erika they gasped as they see her bloody form, her arm in a twisted angle, gashes on her cheek, her clothing's ripped in certain places like her thigh or arm showing bruises, her hair a mess some it sticking to her face which was covered in black and blue from punches.

"Erika!" Peter lunges for her kneeling next to her gently lifting her head, "Hey wake up! Come on wake up!"

She takes in a huge gasp of air, relief enters Peter as he cradles her form, her tired eyes look up to see Peter's face, a small smile forms, "I…I…t-tried…to...s-st-stop…him…st-strong…bro-broke…my r-ribs….hurts…to…br-breath"

"Shh…save your strength…" Peter coos her as Erika's head went limped, Peter checks her pulse she was alive but unconscious who knows what Morlun did to her, she probably suffered internal bleeding.

Ben got in front of May sending a hard glare at the monstrosity entering his home, Cindy was pulled back by Mr. Sims as he hid her behind him. The man with 18th-century clothing stares at Peter, as he gently picks up the girl, he watches as he stops at the staircase, "If you don't mind I'd like to keep her away from any more fights so she can heal up."

"Not at all Peter, I will grant your final wish since this will be your final moments with your loved ones before I devour you." The man said with glee in his voice

"We shall see whose final moments are whose." He carefully made his way upstairs avoiding the staircase best he could

When Peter left, the man turns his attention towards Cindy, "Ah yes the Totem bride; you'll make a lovely meal after I deal with him but before that, we must make sure that no more spiders appear though it's interesting to know that there two universes with the Spider-bride."

"What are you talking about Morlun? This universe already has its bride and there can only be one."

"You're quite right Ezekiel, only I saw with my own eyes that there two universes. They will be colliding with one another…already the ultimate universe has combined with this one and a third and the main is making its way here." He licked his lips, "It will be a glorious hunt."

"If you want her you have to go through me first!" Morlun had no time to respond as a costumed Peter flings him outside of the house with all his might, still unmasked Peter turns to Cindy, "Go with Ezekiel Cindy, I'll find you later."

"But Peter you need my help." She said, "I can help you fight him!"

Slowly getting up from his crouch he walks over to Cindy, "I'm sorry but I'm not losing a friend tonight." Moving faster than the eye could see a hand is between her neck and shoulder putting enough pressure on her that the last remaining image Cindy saw was Peter sadden smile before her world went dark. Peter quickly caught her before she fell in a heap on the ground, he passed her over to the older gentleman, "Take care of her for me, I'll find you later."

"Peter…" He turns to Aunt May, "Please be careful…"

"I will…" He bounds off heading outside in hopes to lead the man away from the Parker's and the rest of the neighborhood residence.

Morlun blinks as he lays down on the crushed car that he was forced to crash into, he touches his face a little trickle of blood, a glass piece must have cut him. He chuckles, "I admit this Parker caught me off guard, not too many of them can catch me off guard. This might be a little interesting, very well, let the games begin." He gets up to see Peter running in another direction, "They always run and I will have to chase…*sighs*…it's always a chase when will they learn?"

He begins to walk towards his prey cracking his stiff neck, "What's a totem hunter to do?"

* * *

Meanwhile with Spider-Man; "Alright recap, Morlun is not only a dangerous foe that Peter has ever faced but one of the deadliest even though the end game is the inheritors being thrown into a world of radiation." Spider-Man swings as fast as he can go trying to put enough distance between him and the hunter, "He faster than normal, stronger, and agiler, I cannot let him touch me because if he does its game over and there will go my chances of getting out Peters' body so I can have my own body back."

He pauses on top a building somewhere in 108th street area, he catches his breath, "Huff…puff…huff…I don't think I lost him…he's too quick…he'll catch up…"

"You're quite right about that Peter." Morlun lunges with hands ready to trap him, but Spidey quickly somersaults over him when Morlun tries to entrap him in a bear hug. Morlun screeches to a halt, "Impressive you're much more reflexive than any Spider-Man or woman I've come in contact with despite being only 15 or 16 years old is it?"

He didn't say a word to him, he stared him down observing him from the distance that he had, Morlun was puzzled, "Usually this the point in time where you would ask me 'why am I doing this' or you be cracking a lame joke right about now, strange that you are not."

"How can one joke if a devourer of my soul is trying to kill me?" He asked, "It's either I talk or fight I can't do both at the same time."

A brow is raised from the hunter face, "You're the first Peter Parker who can't fight and talk at the same time, it refreshing to be honest I grow weary of the lame puns nothing original."

"Pfft…you want original? I'll give you something original you trying to kill me without Fricasseeing spider hunting license." He shouts shaking his fist in the air

"A Frica-what…"

Suddenly a game warden appears out of nowhere sizing up the man before talking in a southern accent, "What's this here ay hear y'all hunting without ay fricasseeing license? y'all wan-ta have trouble with the law, son?" For the first time in his life, Morlun was at a loss for words, "Whel explayn you boy befawe ay repawt Y'all ta highest law givuurr in the multiverse!

"Hold it!" He points his finger to where Spider-Man was, "I have no reason to give you for hunting that To…tem…" Morlun scans with his eyes quickly searching for Peter, "Where did he go?" He looks to where mysterious warden appeared and in his place was a note near his foot, he picks it up and reads; **_'PYSCH!'_** Crumbling the note in his hand, he growled lowly, "Well played Peter, well played indeed…You can run little spider but you cannot hide from me forever."

* * *

Back at Forest Hills Police and other units were in front of the damaged home of the Parker family, Mr. Sims with the help of Ben took both Cindy away to the bunker, since they had no legal documents about her, Erika was taken with them to which Ezekiel said he had a small medical where he can bind her wounds. While that happened early May gave information to the police on the incident that occurred in her home. Residence called in hearing a large boom take place and what they saw surprised them a large gaping hole in the Parker house.

Flash lived a few blocks away from the Parker's could not believe that something like this would or could happen in his neighborhood, so with a flash of the camera of his phone, he took a picture of the scene sending posting it on social media on his Facebook account. Those who were friends with him such as Liz, Kong, Mary Jane either reposted his picture or called each other up.

So we find ourselves in the home of the Watson residence in Mary Janes' room as she quickly picked up her cell dialing Gwen's number she places the device to her ear, she hears the dial tone "Come on… Come on… Come on…Gwen Pick up already…"

A groggy hello was heard from the other end of the line; "Gwen did you see…Of course, I know what time it is!" A pause, "Gwen I don't care if you got a history exam tomorrow Peter house just been attacked!"

Gwen was on full alert now, "Peter's house attacked!" With the covers flying, her feet touching the floor she dashes out of her room into the living room where her father is watching an old documentary about the building of America on the history channel, "MJ I swear if you are making this up I'm going to hurt you badly."

Quickly she swipes the control from her father's hands startling him, "Gwen? I thought you were already in bed, what going on honey?"

"Sorry, dad can't talk right now something happened to one of my classmates." Quickly she changes the channel to the news.

 _"…I don't know who he is or what he wants all I can tell you is I'm scared for my nephew right now, he off right now trying to find help but I don't know…I…I'm sorry…" May tries her best to stay calm, "I never thought that my home and my family would target by someone this horrible."_

George stands up, "I got to go they'll probably need me down at NYPD. Stay safe hon." The captain kisses his daughter head then goes to grab his uniform and keys heading out.

"Mary Jane we got to find Peter I got a bad feeling about all this." Gwen looked at the TV, "MJ I think it's time to suit up meet on a rooftop when you get my signal." She hung up, "I hope he's okay…wait…I can sense him…"

Concentrating Gwen tries to 'feel' for Peter while going back to her room, "Peter where you are?" A few more seconds the girl senses something odd about him, "What's going on with you Parker? Why are you pushing yourself so hard?"

Gwen goes to her closet opening it up to reveal a white mask with magenta ovals on her hanger, she grabs it looking at it with determination, "It's time for the final two spiders to make their debut."

* * *

Elsewhere in NYC a couple hundred feet in the air over the 59th Precinct a figure is seen walking on a line carefully making their way over to the other side. Sweat begins to form as the figure carefully walks the tightrope.

 _'_ _No time to waste…every moment is vital!'_ The figure carefully walks across with sweat pouring down their face, _'Sure hope I'm ready for this…Invading a police headquarters is exactly the_ _ **safest**_ _way to begin what I hope my criminal career.'_ She makes her way across towards an open window, she swings herself from the open ledge inside a cabinet filled room; _'But if I were interested in safety, I take sewing instead of stealing. Besides I've been training for the last two years before mother sent me to that public school of Midtown High School. All my senses have been honed to their finest, as for my gymnastics, I'd put Nadia Comaneci to shame.'_ She lands in catlike grace scanning the empty room _,_ she smiles; _"Perfect, no one is around. Then I was right on cue, looks like they've gone for a coffee break."_

She begins to search the cabinets for the file that she wants, a few moments go by and a smirk forms as she soon as she finds what she looking for. _'I really didn't want to fight my way through an entire police force just for a file and then repeat the process to leave, I really wanted to test my skills to see if I can break in without getting caught.'_ Her fingers quickly skim through files, _"Well, well orderly files, the secretaries really know how to do their jobs well…ah ha…bingo…"_

She pulls the file from its place _, "Hello beautiful come to mamma."_ She hears footsteps approaching, _"Footsteps, looks like that my cue."_ Quickly she places the file in her backpack then darts out the window muttering to herself; _"When this is all over, I ought to write a commendation letter to the commissioner on how easy it is to find what you need."_

She sits on the tightrope exhaling out as she lets out a laugh, "Well that was easier than I thought, now for my prize."

"WATCH OUT!"

"What the…UGGGHHH!" The girl felt something crash into her, the impact was painful causing the wind to be knocked out of her. The blow stunned her that she couldn't breathe, she tried to suck in much air as possible but it was coming in as a serious of gasp, stars appeared in her vision but suddenly she felt someone wrapped their arms around her and then a sudden burst of wind.

It lasted a moment until she was landed on her feet with someone supporting her, finally, she was able to take a deep breath and get a good look at the person she bumped into. She saw two big white jack o' lantern optics on a big red mask with spider-webs staring at her, her fury outweighed her curiosity, "You idiot what the heck is your problem crashing into me like that?! I could've been killed!"

"Yet here you are arguing with me which might I add saved your life from you being road kill and besides it's not like I knew you going to be there." The costumed spider-theme man said nonchalantly, "Besides it not like your average New Yorker is hanging out on a tightrope doing stunts."

"Well I'm not your typical New Yorker, I like to take a swing on the wild side of life." She responded. Getting a good look at him she as he spun looking at the horizon, she saw that his costume left nothing to the imagining, everything was well defined he wasn't too muscular or scrawny, he had this athletic build to him like he was made for swimming, she licked her lips, "Who might you be stud? Are you that famous spider-guy I've been hearing so much about?"

"The names Spider-Man, I would love to give you the grand introduction but I'm kind of in a hurry." He said scanning the city skyline

"What's the matter half past your bedtime?" She said

His head turned to her as he said drawly, "I might ask the same of you and by the way does that leather suit of yours chafe?"

She walked up to him swaying her hips a bit, "I don't know…that's for me to know you never to find out…" Her fingers circled his chest, _'Oh la la…he certainly is hard in the pecks area I wonder…'_ She reached for his mask but was stopped by his firm grip on her wrist, her eyes looked at his white optics.

"The mask stays down if you would please." He places her hands at her side, she was about to open her mouth when his head snapped back, "We have to go it's not safe here anymore."

"What do you mean us?" She squealed when he grabbed her one arm placing her on his back, quickly she wrapped her arms around his neck. He took off at breakneck speed that she couldn't hope to match it was inhuman, to say the least.

When he leaped off the building a small gasp leaves her throat as the wind rushes through her hair allowing it to flail around wildly. She clutches him tightly as see everything zoom past her; the inside of couldn't help but feel a giddy more than just giddy she felt something inside her excite her. She feels him shoot his arm forward with a small THWIP following after she looks up as they soar through the air.

"By the way, I didn't catch your name." He said breaking her out of her thoughts, "It's only fair since I told you mine."

She smiles poking him in his cheek, "I'm the Black Cat handsome and I just crossed your path."

From a distance Joel watched him arms crossed, he turns looking at the sky, "Master, when will it be time?"

 **"Soon Joel, keep an eye on him, for now, he knows what he's doing** **, he'll be leading Morlun into a trap but he will fail."**

He nodded his head, "Very well I will be watchful." Before he flew after him he saw Morlun coming in fast, "You will not get him monster, for I am his protector."

* * *

Elsewhere Gwen paced anxiously waiting for her redhead friend to show up, back when she tried to sense Peter she could sense his fear or determination or was it both. Whatever the case maybe she knew that he was in trouble and they needed to help him. The weird thing was too that Cindy wasn't in the connection so that meant that she was unconscious or…"Don't think that Gwen, I'm sure Cindy is fine." She shuddered, "Come on MJ where the heck are you?"

"You know something Gwen talking to yourself is a sign that you will be going insane." A voice said suddenly

Gwen whipped around facing a black hoodie MJ, "What took you so long? I've been standing here pacing for the last 30 minutes."

"Hey, you try to sneak out the window from your house and let me know if your mom doesn't hear a peep from your room." She said hopping on the rooftop ground, "Anyway what's the plan."

"Peter been running I can feel the adrenaline raiding off him and it's not normal, I can't explain it but I feel something is wrong."

"You're not kidding after that explosion at his house I'm surprised we made enemies this past week I thought we only had to deal with that electric guy or something, is this what we are getting ourselves into."

Gwen reaches to her back revealing an old book bag, "I don't know but whatever the case may be we have to help."

She opens the zipper reveals two masks within, she reaches in giving one to the redhead. MJ looks at the mask, it color black and red. Her fingers touch the soft fabric, "I thought Peter was designing our costumes, when did you learn how to sew?"

"I'm not making them, Peter nearly done with ours like about…" She is silent for five seconds moving her head side to side, "80% done he came to me during after school hours with the bag containing both our mask and gloves he's still not ready with the body suit or web shooters so in the meantime he told me to wear a hoodie or makeshift costume and wing it with our webs but like I said he nearly done and remember that White rabbit chick?"

"I remember her what was her name again? Lorina…Lorrain…" She mutters under her breath "Geez, he does have a lot of time on his hands."

"Yeah guess who want her to work with us."

Mary Jane head snaps up, "Don't tell me…"

"Yup."

"What's he thinking?! She's a criminal they don't change." Mary Jane put her mask on, "When I get my hands of him I'll…WHOA!"

Both girls grabbed their heads this was the most painful spider-sense they ever had experienced, it lasted for a few seconds but to them, it was an eternity with a major migraine added to the mix.

"What in the actual heck was that?" Mary Jane ask rubbing her masked covered temple

"I don't know but whatever it was it's not friendly…" Gwen tucks her hair in the mask looking at her partner in crime, "He's headed due west and he's moving fast."

"You're going to have to teach me how to do that."

"Maybe when this is all over after school." Gwen replied, "Let's move."

* * *

 **LXD: Long wait I know but honestly stuff been going on in my life that requires more attention than fanfiction right now, for example, two jobs which barely leaves me with no chance to write so I write when I can.** **On top of that, I'm really not feeling the urge to write as much than I should, anyway for my reviewers**

 **Spiderman1fan: Thanks and trust me you will not be disappointed**

 **Guest: When I think of the One Above All I know him to be GOD and the only one who will go unchallenged despite the fact that there are other 'gods' in the Marvel universe to try to keep the balance and there was no other way for me to write it. How do you describe something that exists outside of time and space you can't.**

 **Hamsterville: Nice you got a lilo and stitch villain name XD. Anyway, thanks for your comment and I always tell my readers to pay attention but I will address this harem issue one last time. Let's be honest if this character would be given such thing he would not last one day. Aside from that; let's be honest to do you hate the character of Peter that much that he must have a harem?** **It's hard enough to have one girl pleased but more than that? The maximum I see Peter doing is 2 and even then that's pushing it.**

 **Mezazra: Really now? That interesting to know**

 **Galeiam: That is not my intention believe me but I guess I could fix it along the way I do try to maintain consistency in my story.**

 **Till the next chapter ciao…**


	10. Chapter 10

**Disclaimer: Spider-Man and other related content belong to Marvel/Disney and all other contents belong to me**

* * *

Chapter 10: Angels and Vultures

He was pinned down underneath the rubble, he struggled to get up but the balcony that was on top of him crushes him with force. He pants heavily budging himself little by little to free himself from his death trap, he pauses only for a short moment hearing the footsteps of his archenemy approaching, and finally using all 10 tons of his strength he frees himself by web lining the opposite wall pulling his body free.

He rolls over panting hard, he struggles to catch his breath but he must continue forward, the spider struggles to stand but he is on his feet, he looks down at himself costume ripped in his stomach, his arms bleeding with gashes over his muscles, his pants near his near thigh ripped showing a large scratch mark bleeding from his shin to his knee. His mask nearly intact save for the fact that one of his eyepieces blown out.

Some of the costumes are left hanging in the back and finally, a piece of the chest reveals a blood-stained white shirt underneath. "Man! How in the world did Morlun get the drop on me?"

"It was a rather simple Spider, I just know you love playing the hero so I decided to blow up a building." The said man came out of the dust of the rubble with Black Cat hand gagged stopping her from saying anything, "I know you can't stand seeing lives in dangers so I waited until you did your hero thing before attacking you when you least expected however knowing that you will not be surrendering quietly I had to make a little incentive to make sure that you do."

"Of course a hostage situation…" Spider-Man drawled, "Can't you villain types come up with something original? Like…I don't know…maybe form a club or something? Oh, I got it how about **L** eague **O** f **S** uper **E** vil **R** evenge **S** eekers because you guys suck!"

"Hardy, har, har…" Morlun rolled his eyes, "What's that you said about not talking and fighting at the same time?"

"So sue me!" He says exaggeratedly, "Look at me I'm Morlun I'm here because my mother got killed by Master Weaver and I'm fathers favorite son and I'm on a hunt for the all-powerful spider totem that ever so I can kill and make glue out of the other totems."

"…" Morlun blinks he was about to say something when everything goes to grayscale.

"Hey, why is everything so gray?" Spider-Man ask even though she should know

"Hey, wise guy why don't you write something coherent! I'm a guy, not a girl!" He pauses for a second, "Wait a moment am I in one of the fourth breaks?" He looks around everything grayscale and frozen in place, "They are? Well then…huh? OH hey, guys, I didn't see you guys there, man I didn't do a fourth break since chapter 3 or 4…"

It was chapter 7, you idiot.

"Hey, I take offense to that…"

"HEY, YOU JERKFACES." A new voice says, "What the hell? Seriously? Seriously! WHY DO YOU DO THIS TO ME?! I have a right to cuss! I really hate you right now author dude…"

Oh no…not him…

"Yes me baby!" Deadpool comes in moonwalking, "Everybody's favorite Merc with the mouth with a successful movie under his belt …with a sequel out… is here…to tell you that only I get to break the fourth wall!"

Oh yeah? Well this is my fanfiction and he's the star of the show not you glory hog and I get to do whatever I want; including censoring you…

"*Gasp* you wouldn't dare you son of b****…" Deadpool shakes his fist, "I'm going to F****ing kill you…and your sensors…"

Spider-Man looks between Deadpool and the sky, "Listen fellas can't we just get along I mean I got to face a villain right now and this isn't helping."

"No can do copycat, you breaking the fourth is my gig, not yours." Deadpool pulls out comics of his issues with forth break, "I've been breaking the fourth wall since I was born." Deadpool pulls out a baby picture of him wearing diapers and gun, "Mommy Deadpool says I was old enough to even wield one. Number two reason…" He does a handstand, "Look what I can do."

"I don't see how this has anything to do with..."

No wait hold on he's got a point. Look at that handstand it's gorgeous.

Spidey scratches the back of his head before palming his face tapping the bridge of his nose, "Listen, guys, I need to get back to the situation at hand here so be gone now or however this thing works."

"Hmmm…fine but I'm not sharing my toys with you because I don't have too." Looks towards the author, "I have strong words to deal with you."

That'll work please continue.

Spidey shakes his head as they leave, "Anyway before I found myself in this situation how about I take you a few moments ago…"

Goes back to the dawn of time…

"NO, NO, NO!" Spidey pushes the panel away, "A few moments ago you jerk! A moment!"

A few moments ago….

"THANK YOU!"

* * *

Moments ago Spider-Man swinging as best he could with Black Cat on his back only stopping for a moment on another building near Woodside in 58th Street.

"Again with the resting? You really need to get into shape Spider I'm not that heavy to carry and I don't know why you are rushing to get to the Power Plant." Cat said stretching out her limbs

"Okay then; you do the swinging I'll hang on for dear life and you'll tell me if you're not doing double work or should I say triple. Beside…" He webs zip her close to him, she gives out a small 'eek' with an arm around her waist and her arms on his chest, "I do enjoy this lovely evening with a lucky girl who didn't know that Spider-Man even existed." He taps her nose

"Hmm…" A small smirk plaster while lightly smacking away his finger, "Down boy, I don't kiss on the first date."

"Aww…here I thought I was going to get that kiss, woe is me…" He feigned his hurt dramatically. A small giggle escapes from Black Cat, even though she couldn't see it a small smile underneath the mask of the not so rumored Spider-Man. As she looked upon him a thought gathered in her mind.

"You know…" She began, "With your powers and my own set of skills we could bring this city to its knees and I promise you all of this will be yours." Black Cat eyed him carefully as he let her go but she decided to latch on to his arm "Think about it we be the unstoppable duo, no one will be able to catch us and maybe we could **know** each other a little more."

"Tempting…" He said gently taking her arm off, "The offering is tempting, however, I already made up my mind on what I want to do with these powers, from the looks of it I assume that you must have done your first heist, that's why you were hanging around that tightrope before I crashed into you. What you've stolen is the question of the century."

"Aren't you the detective…" Cat said backing up

' _Yeah all I have to do is get a cowl with a utility belt and have cave located underneath my mansion with a butler waiting for me every night for me to come home after I get myself beaten to death and one luxurious cat burglar as my potential lover...right….'_ It was a good thing that that this feline burglar or soon to be ex-burglar if he can convince her didn't see his eyes roll, _'I don't think now is the best time to be thinking about DC right now.'_

They were silent not knowing what to say next to each other. Spider-Man looked over his shoulders every single time they stopped, Cat was curious about why he would such a thing, it was not like he was a wanted criminal or was he? The idea really set in her mind, if she could get him to work with her then this city would be cake but apparently, he would waste his talents trying to play hero.

She rolled her eyes, why would anyone want to waste time trying to play the hero when you could get what you with powers like that? She studied him, also recollecting from her memory the short conversation that they had when they've made a few stops. He seemed like the flirtatious type while keeping himself pose or was that just an act to let her guard down. After all, if he wanted to he could have taken the bag away fleeing with her probably tied to a wall with his webbing, a sudden shiver overtakes her thinking of things, still why was he glancing over his shoulder? It got her curious for the most part.

"Okay, I'm going to say it; why are you looking back at the horizon? Are expecting something to happen?"

"Mostly yes…" He replied

"So who did you piss off that you got you on the hit list?"

"Let's just say that this has something to do with a very unusual circumstance that more like Tom and Jerry's scenario do you follow?"

"No…"

"Okay…" He strokes his chin, "Basically, I'm Jerry and he's Tom Cat and he's trying to kill me because he wants my life force to basically live forever. The only thing is I know how to beat him but he's a lot faster than I anticipated."

She blinked, "Right…then I'm the queen of England."

"It's true…" He protested facing her, "I am being hunted for what reason I don't know. The only chance I got is to get over to the power plant and take it from there other than that I'm pretty much screwed."

"Well, …you must of have done something to piss this guy off." She replied brushing her nails on her leather suit.

"No, not really but I do need your help."

"Why?"

"Because I might need a little distraction."

Cats eyelids dropped halfway, she was not going to be bait for someone she just met. Whoever it was that was hunting the Spider was not her problem, she fulfilled her mission for tonight and might she add a lovely stroll of swinging in the Big Apple with this mysterious man. The thought of her being on the right side of the law didn't sit well with her, all her training had prepared her for this moment and she was not going to be subject of playing hero.

"Sorry big boy but this cat is going to have to call quits tonight." She said backing away to the ledge; Spider-Man didn't move only watched, "It's survival of the fit out there in the cruel world of reality so you just have to suck it up." She was on the ledge, "Though I have to thank you for tonight's stroll it's been exhilarating."

"Sure there's no way to change your mind?" he asked, "I'm looking for people to help, justice is always looking for new recruits."

Cat shook her sideways, "Playing hero isn't something I plan on doing, if you want to be goody two shoes that's fine but don't expect me to do the same."

"You won't know how it's like until you tried it."

"Same to you when you decided to a swing on the other side of the law."

"You know I can't do that."

"My response is the same."

A momentary silence hung in the air, ' _There was no changing her Felicia is bent on doing a criminal career and I just can't let her go like this still I think the Anti-hero mantra would suit her nicely.'_ He thought then he smirked underneath the mask, "You know you might need this back."

Cat gasped, she looked back to where her backpack was supposed to be and instead found it in the possession of Spider-Man jingling it side to side, "Give that back!"

"Well let's see who it is that I'm facing…hmmm." Spidey jumped as soon she lunged for him, Cat screeched again this time he hand sprung over her shoulders causing her to stumble a bit forward, "Come on let's see who's behind the mask."

She paled as he soon as he went for the front pocket, which is where she kept her personal stuff still not to be deterred she raced towards him, using her acrobatics she was over his head sending a puff of smoke over him. She heard him cough violently before she swiped the leg causing him to yelp to fall to the ground.

She calmly walks over to him bending over to grab her pack, Spidey still coughing after the little stunt she pulled, "You just got crossed by the Black Cat handsome and before I leave." She kneels next to him pulling up his mask to his nose, she plants a kiss on his lips. Her eyes widen, _'It couldn't be…but these lips…'_

' _Oh snap, it's said that females don't forget a pair of lips will this kiss I hope she doesn't…'_ He panicked quickly he grabbed her head deepening the kiss hungrily

She let a surprised moan, they broke apart taking in deep breaths for different reasons, and Cat studied him while Spidey mentally scolded himself for falling for the shenanigan of the stunt she pulled.

Just when she was about to leave an explosion catches their attention, Spidey gets up pulling his mask down, "You sure don't want to come with?"

She throws her hands up high, "Ugh fine but I'm only doing this because I want to not because you asked."

They took off to where the smoke was brewing in the night skyline, not knowing the danger that lurked beyond their comprehension.

* * *

Elsewhere eyes shot open, a gasp escapes her lips as Cindy Moon awakens from her forced slumber. She scans her surroundings everything is white, she throws off the overs rubbing her neck; it still had some throbbing, she grits her teeth Peter was going to pay dearly for knocking her out.

The question on her mind is why would he knock her out, she could have helped him with this Morlun character, she needed to get out of here…but where was here? She walks up to what she supposedly think is a door to her locked room, she bangs on it waiting for anyone to hear her.

A few moments later the window is open to reveal Ben Parker eyes, "Hey kiddo how are you feeling?"

"Trapped, for the most part." Cindy replied sarcastically, "Where are we?"

"Ezekiel bunker underneath his office."

"Why would he do this to me?"

"He wanted to protect you." Ben said looking away from her, "He told you he was coming back for you, so just hold on Cindy."

"Mr. Parker you know that I need to help him, please let me out of here."

From the outside of the locked room Ben scratches his head, he would if he could, however, the door was way too high tech for dear old Ben Parker to figure out not to mention it would a fools work to try to sneak her out Ezekiel has cameras everywhere, "Sorry kiddo but this door is way out of my league to help you."

"Damn it!" Cindy punches the door, "When I get my hands on him, I'm going to kill him!"

"Cindy relax."

"How can I relax if Peter's out there fighting…that…that…thing!?" She says in disbelief, "I don't know about you Mr. Parker but Peter knows more than he's willing to share, I don't know what it is but I know he's hiding something and it doesn't take a rocket scientist to figure something is going on here."

"To be honest I get that impression as well, Peter has always been an open child. I would never have imagined that my own nephew would be harboring secrets." Ben rubbed his temple, "This superhero business is going to give more gray hairs than I could imagine for both my wife and myself."

A snort of a laugh escaped her throat, "I think that's the least of our worries right now."

"Hmm…" Silence consume them both then giving a small 'tsk', "I better check on Erika or should I say Elektra Natchios."

"Erika's here too?"

"Yup, we couldn't take her to the hospital due to the fact we knew nothing of her so Ezekiel decided to bring her where he can treat her, apparently he has his own medical staff and they are treating her right now." Ben sighed, "I'll be back with a snack would you like anything?"

"How about kicking your nephew's butt to the moon and back."

A small laugh escapes Ben, "Stay strong Cindy I'll be back shortly."

A small nod is given after he closes the visor, he walks to the medical wing to check up on his second tenant. Once he gets there he views the girl in hospitalization breathing with an oxygen mask on, he watches as her chest rises slowly up and down, she was out of danger the last he was informed.

The doctors said that the worst is over and it was a miracle she was still alive, they've managed to stop the bleeding from her inside and it appears that she was fighting for her life during the operation, that man who managed to hurt her did a number on her since she suffered from broken arms, and fractured femur among other injuries. They found out a little later that her real name was really Elektra Natchios after taking samples from her.

To the surprise of both Ezekiel and Ben she was the daughter of the Greek Ambassador, both men agreed that they talk to Peter before they would contact her father, Ben explained to him that Peter said they've talked over breakfast one day saying to them that she was his friend from Skype and that she had plans to come over the U.S. all the from Greece. Ben was sure that he nephew was telling him the truth however due to recent events he was unsure, even Ezekiel said that Peter was letting on more than he knew.

Ben places his hand on the window, sighing deeply; "Peter why are you lying to us? What are you hiding son?" He didn't know the answer to that question yet he hoped that soon they would understand the secrecy on what he was hiding. He continued to watch the girl's chest rise and fall, "Peter would have been devastated if he found out that Erika died yet here she is sleeping and out of danger." He walks away "Dear Lord watch over my boy, he's all that's left in memory of my brother."

* * *

In the city, not a word was spoken between Gwen or MJ as the duo swung from web line to web line. Gwen was too focused in locating Peter and he was far from them, Mary Jane looked at her friend as she made a pause on a building.

She flipped overhead landing graciously on an air conditioner, "What's up?"

"Peter seems to be having a major adrenaline rush, I don't know but I feel hot, hotter than normal." Gwen said lifting her mask up fanning herself, "It's weird, I can feel him, not just emotionally…"

"What does that mean?" MJ asked she hopped down from her position

"I don't know but something tells me that research is required to fully understand this spider-sense, maybe that spider did more to our genetic makeup then we care to indulge." Gwen said placing her mask back down, "From what I can tell Peter is pretty good at sensing us even long distance, I'm just starting to get the hang of it."

"Can we all do that?" The redhead asked

"It's a possibility but it definitely challenging my guess Peter been practicing ever since he got bitten which is why when he's been able to hone on anyone of us." Gwen said with a slight awe in her tone, "Wonder cease to amaze."

"Yeah we can think about that later didn't you say that Peter was in danger?"

Before a reply was formed a shadow overhead flew by, the two girls looked up to see a man with a green suit on cackling, "This is it I'm rich! I never have to steal again. Of course, if you're good at something why quit?"

Both girls looked at each other Gwen chewed her lips, "I want to help Peter but knowing that there was robbery and we have a chance to catch the culprit, do you think he'll be fine on his own?"

"I really don't want to know the answer to that problem but right now whatever situation he's in, I'm sure he can handle it at least for a moment." MJ was torn, she didn't like the idea of leaving Peter in whatever situation he was in, there was no choice if they were going to be heroes they would need…have to stop this crook and hopefully, the law enforcement would take care of him afterwards.

The Vulture cackled gleefully as he flew by with the citizens of the Big Apple screaming in terror of him or the sight of him, others were yelling to call the police. He laughed, did they honestly the police would do anything against him?

"It's almost too unbelievable, that's there is no single helicopter in sight, I'm home free!" Suddenly he felt a pair of feet connect with him. He cried out in from the sudden pain in his left side. Clutching it he looked to see a Spider-Man? No this wasn't Spider-man, this one was more feminine, "Ugh, another spider costumed miscreant, it was a nice shot but you're the one taking the fall not me! Say hello to the sidewalk for me, Spider-gal!"

A web-line attached itself to his foot, while the girl's voice rang out, "You to talk to sidewalks? You're crazier than I expected to be."

He let out a 'humph', "Fine let's see if you can hold on."

"I can't believe I let Gwen talk me into this is." She whispered colliding with a building with her back, MJ gnashed her teeth absorbing the pain but refused to let go of the old man flying, "You know I really hope that you don't have a driver license!"

Vulture took her for a ride purposely crashing the spider-themed girl into buildings as he swiftly made turns to avoid them. MJ gritted her teeth, this man was going to kill her if she didn't let go, slowly but surely she inched herself to his foot.

She knew she had to ground him, she only hoped that Gwen was ready to deliver the final blow once she did manage to ground him.

* * *

Peter was dodging debris from falling upon to avoid crushing him it wasn't easy, to say the least since he had a passenger on board over his shoulders, "I knew firefighter was going to be hectic in the city but I didn't realize this hectic."

He was careful not to step in fire hazardous material that was burned or being burned, it was a lot harder than it looked. His spider-sense rang and soon the floor beneath him gave way he spun a zip line quickly launching himself to the safest stable platform. He was coughing the smoke was getting to him, "Rule number one in firing fighter always stay low to the ground."

As he laid the victim down on the ground he concentrated to find a way out it was a few seconds before he found his escape route. His spider-sense screamed at him he looked up to see the ceiling falling, "Aw crud…"

Bracing for the impact he shielded the down man ready to absorb the impact of the debris, He closed his eyes regretting not being able to keep his promise to his friends to establish the crime-fighting unit, nor being to keep his promise to Cindy.

"I'm going home to where soul needs to be…"

"Yes but today is not that day." A voice said

Peter startled turned around, to face a man great in height and stature holding the debris with only a palm of his hand, there was gentleness to him, something more to him as he smiled.

"Who are you?"

"Peace and don't be afraid only believe."

A sudden calmness overcame him, the man spoke again, "My name is Joel, I've been sent to you by the One above all or as you humans known HIM as GOD to oversee and protect you."

"I don't understand."

"Nor should you, I've been instructed to keep you safe from harm especially from that Totem hunter Morlun but HE tells me that you know of a way to defeat him."

"I do…are you…an Angel?"

Joel laughs, "Yes, yes I am." He looked over at the unconscious body in pain, "Come HE doesn't like when HIS creation suffers."

"I don't suppose we could talk, by the way, my real name is Leon Ivan." He stuck out his hand, Joel shook it

"Pleasure, I will tell mysteries that you need to know." He said kneeling before the unconscious elder man, placing his hand upon his head, his wounds and health were restored unto him. He then carried the man out, "Follow me and you'll be safe from harm."

True to his word Spider-Man and the man made it to safety, they were on another building as the young man looked below the scene where they left the elder man to be tended to the paramedics. There was silence upon them, Leon not knowing what to say.

Joel then spoke, "I understand that you are an anomaly, that you don't belong here."

"It's true I really don't know how I came to be here." The young man replied, "One night I'm laying down in my own bed the next thing you know…BAM…here I am in the Marvel Universe with no clue with how I got here."

"He knows that too although you could have ended up in the sister dimension of this multiverse which is DC universe."

"Eh…cannot be too bad." He shrugged, "I mean I could have been Superman for all I care and really it's no trouble at all mastering those set of skills…having those power mean I could have saved the entire world…"

"While noble, having those godlike powers will go to one's head I know I've seen it happen to one of my brethren before, it was eons ago while the universe was finished being created." Joel sighed, "Enough about the past…" He paused, "I sense you worry for those people inside don't worry they will make it out."

"It's really nerve-racking knowing that I'm out here talking with you while those guys are risking their lives to save the people still trapped inside."

Joel reaches for his pouch taking a green ring from it, Peter only took a glance behind before staring back at the scene, he realizes a second later what the stone really was, whips around in utter shock.

"Is that…"

"Hold still." Placing a hand on his shoulder and snap of his fingers everything stops moving, Peter looks around; there was no sound, people frozen in place he notices.

"That's an infinity stone!"

"So you know what this is."

"That's the…the…the…ARGH….damn…"

"Watch your tongue little one, cursing is a sin."

"Sorry, sorry. Oh, my goodness, I can't believe I'm actually seeing this stone with my very eyes, I've seen it in cartoons but to actually see it in action like this really is truly incredible."

"Yes, I'm sure you are aware that there are six stones in all, each spread throughout the galaxy in various locations. Still, I must fulfill my mission, you want to talk let's talk."

Joel let him go as he unmask, "This is the will of Elohim for you Leon, you will have five years in this body until you are separated and this will be your sign an indestructible red wristband you will wear and when it reaches half white and red you know it will be time to be separated. As well there is coming a time for unification, a fracture and restoration, with a time of uncertainty you will have faced with the inheritors." Joel saw his gaze unmoving absorbing all the information given with a sense of uncertainty, "I sense that you have a disturbance within you, yet you have great faith always maintain your faith even when it's hard."

"Heard that one before, I've tried it, it's not easy."

"Doubt, you have." It wasn't a question but a statement from him, "Only believe and you'll see the hand of The One above all upon you."

"I do believe it just when trials come they're not my strong point." He rubbed his back of his head

"It's only through the trials will you learn to mature, without trials you never grow into the person you want to be, don't fret I will be with you and so will The One above all." He looked at the scene before him, "You must hurry your friend Felicia is fighting for her life."

With Leon putting on the mask he readies himself to get into the action, he turns to face the being, "Thank….you…." Joel disappeared, "So that's what that feels like, he pulled a Batman."

* * *

Back to the present

"Well to make a long story short, I came in the building, saving a few more people before I reach Cat who is fighting for her life then I come in kicking Morlun in the face staggering him, then he swats me like a fly into one of the pillars which collapse on me and then he takes her hostage…Fun time…"

Now back to our regularly scheduled program.

"Aw come I was having fun with this fourth wall break oh well." 'Peter' turns back to fight at hand with Morlun keeping the Black Cat in his possession Felicia she squirms underneath his grip as his fingers dig into her skin.

"I've had enough of this foolishness Spider, surrender or I will truly see if this kitty cat does, in fact, have nine lives. I know how much you care for this worthless feline so what will it be?"

Spidey looks between her and him, clenching his fist in ball his knuckles cracked. Cat despite her predicament remained calmed as possible not wanting to give anything away, whoever was behind the Spider Mask really made a powerful enemy, and he was a perfect example of power besting her combat despite her years of training. Yet his words disturbed her, what did he mean that Spider-guy cared about her? Did he know her or was this just a rouse to get him to let down his guard completely?

"You want me to surrender? Alright, I'll surrender…"

Morlun smiled, "Good now come over here…"

"Sure…WEB TO THE FACE!"

Morlun was immediately grabbed the webbing tearing it off though not without a little struggle, organic webbing was bit stronger than artificial webbing, finally, he tears it off growling lowly. "You're dead totem when I catch you." He sees Peter sprinting with Felicia on his back jumping out of the window before giving chase.

Spider-Man quickly zips line from building to the next using his acrobat skills to move fast, nevertheless, pained groans from his passenger sent alarm bells ringing to him that Cat was not okay.

"You alright back there?"

"Nothing more than flesh wound…hrmm…" Cat sucked in a breath

"What happened?"

"After saving a few bystanders…hmm…he caught me off g-guard…ugh…*pant*…when I went back in…" Felicia put her head on his back head, "We…fought for a little while before…you…ahh…came in to play hero yet he still got the best of us. Broke my ribs…"

"Darn it! I really wish now we made it to the Power Plant."

"What's so important…about the power plant?"

"It's his weakness to radiation that's why I need to get there or else I'm dead."

"Quite true."

"Oh boy…" Morlun punched him out of the sky crashing into another building, both Spidey and Cat roll to a stop in an office building, sitting up Spidey rubs his cheek, he checks over to his temporary partner, "Cat?" He crawls over to her, she is out cold, "She out light like a light."

His spider-sense blazes to life, he turns to face powerful punch to the cheek, he is knocked down on the ground then he picked up by the scruff of his costume as the hunter's glowing red eyes pierced into his lens, "Enough games tonight you die totem…" A hand smothers his masked face, "Tonight I feast on your life force!"

Suddenly a hand grabs his wrist before he can perform his ritual. Morlun is surprised as he gazes upward to find a man with dark chocolate hair, with crystal blue eyes looking upon him with fire in them, there was an athletic build to him, he had square face outline. Although he was handsome in appearance it was the type of clothing he wore that was quite a sight to behold, his armor was white whiter than snow, the waist his shoulder plates with this golden shine that appeared to be alive, his gauntlets a very bright yellow and at his hand that held his wrist a green ring.

"He will live so says Elohim." The man said with authority, Morlun then is backhanded away from the boy, he skids to a stop as he kicks out from being tossed out the building. He grits his teeth staring in pure hatred towards the man as he comes between him and his meal. The man pulls out a sword from his sheath in salute position proceeding to grab it with both hands.

"Hmph, if you honestly think that toothpick of yours is going to stop me than your more naïve than I thought." The hunter stands up cracking his neck from side to side "You may have gotten lucky with that backhanded strike however I'm more powerful then you can imagine."

The man in the armor said nothing, he dropped into a stance pointing his sword at him as fire overtook the blade consuming it even though the blade never melted.

"That's impossible…what are you!?"

"A servant to the one most high." He responded, "Your days are numbered, you and your family. Should you still want the boy you'll have to go through me first."

"With pleasure."

The last thing Peter saw from his blurry vision was Morlun leaping towards Joel, he didn't understand what they were saying since his ears were ringing, he tried to keep his eyes open yet darkness clouded his vision soon enough he lost the battle as his eyes closed.

* * *

The girls were having a hard time with Vulture, the elderly man was proving to be difficult since they were fighting on his terms in the air; Gwen and MJ were chasing him throughout the city hot on his heels.

"Hey, Vulture didn't your mother teach you stealing is wrong?!" Gwen shouted

"You two are persistent!" He shouted back, "These jewels are insured, the only injured here is the two of you in a moment."

Suddenly he started sending some feathers towards them at an alarming pace, both the girls started dodging them letting go of the web line to avoid being hit though Gwen felt one scratch her arm.

"Ahh!" Gwen shot a web she swung, "You know for an old he's pretty dangerous."

"Yeah, no kidding."

Vulture hovered over a sign, "This will slow the pests down. What will it be wall crawlers; a couple of jewels or innocent lives?" He destroys a billboard sign at the hinges sending a barrage of feathers.

"He's insane!"

"Quick before that thing crushes everyone below."

Both Spiders themed girls make it in time to stop the billboard from falling, shooting multiple web lines to the back. Simultaneously, the girls heaved to steady the billboard nonetheless it was MJ who proved her strength as she did most of the work steadying the billboard in place.

Vulture cackled flying away, "So long suckers!"

"I do wonder which one of us is stronger? I could do a study…"

"GWEN! Now is not the time to be thinking about testing, just stabilize the damn thing or else Vulture is going to get away!"

"No need to shout."

Gwen webbed the hinges together enough for it to be stable, MJ took her place.

"Go I'll finish up here."

"Right."

Gwen concentrated with her spider sense quickly locating the criminal, she swung after him in haste. At the same time, Vulture cackled, "Now that those two are kept busy I can finally make it home free."

"Not on my watch you're not"

"What the!"

Gwen stomped on his back, "That's for trying attempted murder!"

"My wings! You damaged my beautiful wings!"

"I'll be damaging more than that!" Gwen quickly descended after him as she followed the trail of smoke, "He must be using electromagnetism in order to keep himself airborne, for a pretty smart guy that could be helped with air travels in the future, instead he uses his intelligence for his own selfish ambitions. Too bad I don't have a can of EMP to stop him."

Vulture lands trying to fix whatever damage the girl damaged, "Ugh curse that female insect! I don't have the proper tools to fix the damage!"

"Aww is the poor baby Vulture cry? Maybe spending time behind bars will soften you up."

"Away with you!" Vulture sends out another set of razor feathers towards the girl, she dodges them by rolling underneath them. Once again Vulture tries again with two sets, Gwen dodges the first by jumping over them, then dives down to the floor.

Thinking quickly she web his feet together tugging it hard causing him to fall on his back, she quickly stands up walking towards the fallen criminal. Vulture is ready to send more of his razor feathers to her yet Gwen had other ideas.

"Oh no, you don't." A giant web keeps his left arm pinned to his body, "That's enough high flying daredevil stunts for you Vulture, you're going to prison!"

"Curse you, you insolent brat! I will not be defeated by a mere child!"

"Well, you just got served by two of them you old geezer." Gwen shrugged, "Now are you coming quietly?"

Quickly Vulture looked to his right, he smirked, "I won't go down that easy girl, perhaps I could serve the people of the Big Apple a drink, they are quite thirsty."

"What are you doing!?" Without warning more razor feathers fired upon a tank of water, Spider-sense blazed into action as Gwen pinned down the right arm of the old man. "And stay down."

She had to move quickly or else that tank of water will kill everyone below, so far the tank was only leaning back and forth, quickly though panicked Gwen zoomed around webbing the tank in place, finally, she stopped panting hard.

"Finally…" She leaned on the webbed tank, though the tank was not completely secured it started leaning forward, "Oh no…"

Down below unsuspecting citizens felt a few drops of water upon them they stopped momentarily to look up in the sky, it was clear then why was it dropping raindrops?

"Oh, my…that tank is about to fall!"

Panic gripped them as they started screaming and running for their lives. Meanwhile, the third spider-bitten girl tried frantically tried to pull the tank back into place yet her feet skidded upon the pavement.

"I got to…ergh…keep this thing from falling…too heavy…" Gwen didn't know how strong she was compared to Maryjane it appeared that she was strong enough to hold the billboard so many questions ran through her mind.

"Keep that water tank right there, I'll try to web it down."

Gwen turned her head slightly to see a familiar face, MJ arrived in the nick of time as Gwen's feet hit the edge of the roof. Quickly as she could she began jumping all over the place securing the tank the side of the building.

"Do you think that webbing is going to hold it?" MJ said finishing her work

"I don't know but it's worth a shot…ow…" Gwen rubbed her biceps, "Let's call the police and let them take care of this."

MJ went over to Vulture taking his prize away from him, "Now you old geezer, you can't go around taking things that don't belong to you what kind of example are you setting for those youngsters out there."

It was 30 minutes later that the police and utility workers came by to collect the old buzzard head and repair the tank one of the police notice the web the jewels hanging next to him.

He smirked taking the prize away from him, "Come on old timer, we wouldn't want you falling before we could book you."

Elsewhere MJ and Gwen talked on a separate building far away from prying eyes or anyone who could hear them talk.

"Now let's focus on Peter."

"Where is he?" Asked Maryjane, "You said that he could be in trouble so you do what you have to do."

Gwen placed a hand on her temple concentrating, "He that way due west, it appears that he is unconscious."

"You know what Gwen, let's call it a night I'm sure he's fine."

"But…"

"Gwen our families must be worried about us please let's just go home." MJ pleaded, "I've had enough fun for one night so please let's just go."

* * *

 **LXD: Hi me again with a new chapter, sorry for the wait but work was not kind to me to keep writing this. Anyway, Chapter 10, comment, rate subscribe and thanks to those who reviewed and subscribe. See you next chapter**


	11. Chapter 11

**Disclaimer: Spider-Man and other Marvel related content belong to Marvel/Disney any other content belong to me**

* * *

 **Chapter 11- Unexpected**

" _I will destroy your family like you destroyed mine!" The green creature said as he looked at the shadowy figure that had a half truck over his head "I will kill everyone you know!"_

" _Could you do it…?" The figure slammed the truck down on the green monstrous creature, "QUITELY!"_

" _OW!"_

 _The trucked groaned then suddenly it exploded_

 _ **FABOOOM**_

 _The figure is knocked back on the front yard he has no strength to get back up; he hears the shuffling of the footsteps coming towards him, it's a young teenager with blonde hair one of his best friends._

" _I think you got him." He said looking at the wreckage_

 _He had to take deep breaths; he knew he didn't have long, "Good. That's…that's about…all I…had."_

" _Peter!" A feminine voice called out to him, he knew that voice all too well, "Oh my, Peter! We have to get you to a hospital." The redhead Mary Jane Watson looked in horror as she saw him bleeding from various wounds caked in blood from his face to his stomach._

" _I can fly him!" The teen suggested_

" _Are you crazy? You can't move him!" She then turned her head to the stunned crowd, "Has anyone called 911?! Is anyone a doctor?!"_

" _I'm a doctor!" A voice said, "Come let me take care of you…" Consumed by the flames Mary Jane screams were ear piercing as she fell to the ground dead. Johnny tried to turn around only to be met with two hands coming around his throat suffocating him to death._

 _To his horror it was the last person he wanted to see, he had a bone-chilling grin that made the young teen shudder in distaste, "I told you, Peter, I will kill everyone that you hold dear to you! Now BURN!"_

 _ **The scene changes into another scenario. In this dream it was very different, he is found outside in a park, everything was uprooted by a massive fight that had occurred.**_

" _Whatever you are-" A being said, gathering energy ready to strike a monster down, "-You are no match for the Enigma force!"_

 _What was not expected was a large hand to grab him by the face crushing it in the process, "Your precious primal force of creation? You poor fool that is pure life force!" Solus taunted the cosmic-powered superhero, "The power that my brood feasts on! While it may be too much for my any of my children to handle I on the other hand…I am one of the first of my kind, and my hunger knows no limits!"_

 _When it was finished a drained cosmic powered being, he was a shell of his former self. He was dry as a raisin left out in the sun, he spoke in ragged voice; "Ugh…I had…ultimate…p-p-power…ultimate…responsibility…" he said weakly_

 _ **The dream continues this time a booming voice is heard;**_ _"WHAT HAVE YOU DONE IN MY NAME BOY?!"_

 _The dreamer turns to see an angered young youth in retaliation, "YOU WERE GOING TO LET THEM KILL HER! I HAD TO DO SOMETHING IF YOU DIDN'T!"_

 _The shadow man voice was heard again; "You used me and her! I'd never allowed this to come to pass!" Raising his right hand the metal came behind the master of magnetism, "You've destroyed_ _ **everything**_ _and_ _ **everyone**_ _!"_

 _A nauseating sound of metal tearing and smashing rang with the youth cries of torment. It was all quiet until a small still voice said these words "No… more… mutants…"_

 _ **Once again the dream shifts this time the dreamer is in an office setting, he looks around when the door opens a familiar man comes through the door**_ _"I swear if it's Beyonder I'm going to…PETER WHAT IN BLAZES HAPPENED TO YOU?" Ezekiel was shocked he was not expecting a bruised, battered Spiderman with might I say a new black suit tore in various places slowly regenerating._

" _H-hey…" He said, "You know more about this Morlun guy than I do…I need your help…"_

 _ **Next, the dreamer is transported to a home where he sees a young boy on a staircase counting.**_ _"5, 4, 3, 2, 1 ready or not here I come Teresa!" A young boy about the of 7 said aloud_

 _He was sitting on the stairways of his home when he got up to look for the girl named Teresa, his first stop was the living room as walked in he peered over the couch, no one was there. He looked at the curtains of the windows, the young boy saw a pair of shoes sticking out of curtains. He crept over to catch the girl name Teresa off guard but when he opened it a broom fell._

 _The boy frowned, he left to check elsewhere. Once he was in the hallway he opened the closet to find nothing so he closed it. The boy checked real quick where his family portrait was sitting on the table, within each portrait was a picture; one portrait was of him, in front of it was his mother with his father, him a girl with redhead together at Disney World, after came his parents on their wedding day and to the left was a picture of Teresa._

 _The door to his father studies opened, soon enough he found the person he was looking for "Aha I found you, Teresa!"_

 _The little girl looked at the boy who was her height, the boy looked at her face it was pale, "What wrong?" he asked_

 _She looked at their father's desk then to the window, "Look Peter!"_

 _The lad heard the window slamming on the frame as he walked over to the front of his desk, "Dad! DAD!"_

 _Richard came in the room in a hurry at the sound of his son calling, with a hand on the door he surveyed his studies; it was a mess papers on the floor, the chairs overturned and his window was broken in a particular spot next to the handled._

 _"Oh no…" he whispered, he rushed over to his son picking him up placing him next to his sister. Soon he went over to the curtains closed it, picked up his thrown drawer searching frantically in it. Soon he picked up a pin opening a secret compartment then he called, "Mary!"_

 _Soon a redhead woman came in, "Richard what is…oh my…"_

 _Mary quickly went over to her children picking up her son and placing Teresa at her side watching her husband going through the files of a folder that an 'O' crossed out. He looked at her, "Pack their bags…we're going to my brother's house."_

 _ **A figure with an 'S' shield is flashed then finally the dreamer is transported to New York City on the Empire State building. He hears voices,**_

" _Do you love me?"_

 _The woman is taken aback by the question she let part of her face be seen, "What kind of question is that Spider? Of course, I do I never stopped loving you even if you were with little Miss Fashion model."_

" _No I mean do you_ _ **love**_ _me as the Man, not the mask?"_

 _The dreamer is intrigued, the woman bit her lips thinking hard about the question. A long pregnant pause followed the man was nervous from the anticipating answer, the dreamer saw him pulled her closer to him even if just a little._

" _I want to see your face." The woman turned around the mask silvered back to reveal the face of hurt and broken man but his face, as well as the woman, was covered in shadow, tears were sliding down the woman leaned into him planting a soft kiss on his lips._

 _The kiss was passionate they broke for air their foreheads touched, Felicia stared into his brown eyes, and she said to him "I want to make this work"_

 _ **Suddenly everything turns to white but not before 8 webs appear. 7 are circled around one in the middle with a web line from each connecting to it but two seems to be weakened about to come off. A figure of a bird emerged from one of them consuming everything in sight, the dreamer is too consumed screaming in pain as the fire washes over the dreamer.**_

* * *

"AHHH!" Leon jolted awake falling to the ground, "Ow! My head…" He feels something wet on his forehead, he pulls it off to find a leaf glowing in his hand confused at was going on he looks around his surrounding, the room was large enough to hold one person with personal supply. It was white, the window allowed light in from the sun it looked like it was beginning to rise as well there was a curtain dividing him from his roommate in this case however he noticed it was big enough to hold two people, he remembered about Felicia.

"Oh No…" Frantically he pulled the curtain to the side, he breathed a sigh of relief when he saw that the said girl was sleeping peacefully, he went up to her tucking a loose hair behind her ear, "Wish I could make up my mind in who I would like to date or have a girlfriend but 5 years is a short time who knows what will happen to my conscious after that, I could be transported back to my real life at any given moment."

Felicia stirred yet not awakened the same leaf was on her forehead like the one Leon had on his hand. The anomaly looked down at his hand the leaf was gone, the door opens revealing Joel in his armor coming in with a tray of food and water, he places the tray on a table.

"I see that you are awake." He says in a hushed tone, "Come, come, and eat."

Leon goes to the table sitting down next to him, he looks at his breakfast; it was fruit with a mixture of pineapple, apple, strawberry, watermelon with French toast on the side covered in butter, with a glass of water to finish. He picked up a fork began to eat in silence.

Joel spoke at last, "I must warn you I will not be the only supernatural being you will come in contact with there will be times when the other side will tempt and make you fall."

"Beings like Mephisto for example."

"Hmph, you are very knowledgeable young man anomaly, my presence here will alert the underworld if not already but remember to test all spirits because they will disguise themselves as being of light remember there's the angelic and the demonic but I leave you with this call name of the Elohim and HE will deliver you," Joel said rising up

"Wait a moment before you leave, tell me…what happened to Morlun?"

"He won't be a bothering you for a while but just in case or anyone else does I will be there when you least expect me to. It is my duty to protect you as I was assigned to you, we are always watching."

"Got it and another thing how strong are you?" Leon asked, "I mean you're pretty tough for an angel if you managed to beat someone on levels like Morlun where do you rank in the angel hierarchy? Did they send someone important?"

Joel gave him an incredulous look, "The fact that I'm here babysitting you should tell you where I rank."

"Oh, sassy…"

"You asked for it so what are you complaining about?" He said with a laugh reaching for the door handle

"Wait! Do you know where Jessica Drew is?"

Joel paused, "Ah Jessica Miriam Drew, the poor girl. She has yet to be awake but she is in care of Hydra, the location will be given to you in time, now let me leave it is almost morning." The door is opened and the angel leaves.

Leon turns watching Black Cat rise from her slumber, her eyes adjusting to the room, "Hmm…that was good sleep…hmmm…." When she looks at the boy in the spider costume, "Peter Parker…you's Spider-Man? Well, then I could use this to my advantage now that I know your secret Spider."

The said boy touches his face, the mask was not there a slight mistake but he smirked, "You may know my secret Felicia…" The girl paled, "But your voice gave it away when I first met you on the roof, so no I found out first before you and I'm not the only one without a mask."

Felicia goes straight for her eyes, there was no mask; "Touché…what will you do now? I know your secret you know mine."

"Nothing." He said simply

"What do you mean nothing?" Felicia eyed him dangerously, "You could use my secret against me you could use it to blackmail me to get what you want…."

"The same can be said of you yet you are a daughter of a wealthy family I assume in which could deny your affiliation of being the notorious Black Cat or being related to the notorious cat burglar 'The Cat'." Felicia's eyes grow big, 'Peter' mentally chided himself, _'Perhaps I said too much'_ He continued, "Besides why would I want to do that? For reason do I need to blackmail you?"

Felicia was shocked, this is truly something she was not expecting; how was it possible that a man of his caliber wouldn't dream of using this type of information to get back at her? Surely, there was a catch…information was a powerful ally they both have power over each other a little bit more to her since he was right in assuming that she was wealthy she could easily deny her alter-ego…yet that last bit of information of her father being 'The Cat' how did he know? She eyed him from head to toe, she had to be very careful.

"You know we have school today so unless you want to be tardy I suggest that you eat something before we leave," Peter said turning away from her

"You are a very unusual person you know that."

"Tell me something I don't know." He said with a chuckle, "Most people think I'm weird but everyone is weird in their own special way."

"Hmm…very true." Cat got out of the bed into the chair next to Peter, "You know I really am interested in you Spider." She took a fork and began to eat, "Maybe we might have something in common."

"You're more interested in the mask than you are into the teenager Felicia." Peter said with a sigh, "A girl like you wants someone who will excite them in everything or any way possible I already have to deal with one girl already."

"Hmph, well aren't you the physic." She purred, "What's wrong with having a little fun? Don't you want to have some fun from time-to-time? Besides, you only live once and you never get it back."

"True that you only live once but what's the rush?" He shrugged, "Sometimes living in the fast lane isn't always the best way to go and neither is lollygagging, you miss the most important things in your life if you don't slow down, some people don't care they live their lives in the here and now trying to mark themselves in the history books before they leave this world behind. Then there's the eternity to think about but that's me mentally of thinking."

"So what you are saying is enjoy life while you can before regret certainly takes in and spend times with the ones you love, yes?"

"Basically in little words, yes…" Peter said taking a bite out of an apple, "You know…*munch*…you're pretty intelligent…*munch*…however you lack motivation…*munch*…don't you want to look back your life when you have your own kids and say this is what I have done?"

"Why would I if everything is handed to me on a silver platter why would I put in the effort?" Felicia asked, she took a piece a watermelon she savored the fruit, "Hmm…these fruits are very natural I don't know what it is but it's the best thing I've ever tasted."

"You got that right, this is good." Peter agreed yet he knew who served it, "Anyway to answer your question handing you a silver platter as you dub it is like a hollow victory, I guarantee whatever it was you took from where you were, you felt accomplished don't you want to do the same in your own personal life to have a little meaning that you did something, to show the world that you're not just a dumb blonde chick or something else."

"Hmm…" The girl didn't say a word, in a way he was right, she did feel accomplished the way she broke into that Police headquarters, her mother rarely did pay attention to her but she was a busy woman.

"You got a friend in me Felicia and yes I did quote Toy Story." A grin plasters on both their faces, "I know a bit corny but I'm all about the corn, so if you need fresh corn you know where to find me."

A giggle escapes her lips, "You are impossible yet so mature tell me, wise monk, why are you like this?"

"I had help growing up."

"I can see that, you must have been dropped when you were a toddler, it must of have rewired your brain."

"Gasp how you'd know?"

The silence floated to the surface, it wasn't awkward it was comfortable. Peter looked around the room for a clock when he found it on a wall next to a shelf it was nearly six in the morning, he looked and he noticed that their mask was right in front of them, when he turned again where Joel left there were two backpacks one for Felicia the other for him.

"Well, as much as I would like to spend more time with you Felicia I think we should start heading out to school." Peter said standing up grabbing his backpack, "I'm going to change."

"Hmm…you better not peek…" Felicia said in a flirty tone, "Though I wouldn't mind if you did, you've got my interest Peter and I will catch what I want."

"Oh no you don't the game was other at school."

"Well the game has started once again and it will not end till one us is the winner and I don't intend to lose." Felicia came up to him swaying a little her hips, she noticed how he tensed up. She circles her arms around his neck, "This is what's to come as well and thank you for the enlighten talk." She kissed him on the lips and he responded which caused her to deepen the kiss and him tightening his hold on her. When they broke apart he poked his chest, "You're going to be mine and no one is going to stop me."

"Get in line…I got a few girls after me."

* * *

Whispers were going around as to why Felicia and Peter walked in together chatting about different things, yes there were on time to school thanks to via Spider-Man transport. News about Peter house being attacked had everyone talking about it or gossiping, he managed to walk in the door when suddenly two blurs came up to him crashing into him hugging tightly. Harry, Gwen, and MJ were ecstatic that he was ok, they definitely had much to talk about. Much of the day in school was uneventful save the fact that Flash Thompson came to his locker that afternoon as he wanted to extend his condolences on his family being attacked last.

"Hey, Parker!" Flash voice boomed

Peter looked up from his lock, "Not today Eugene." He went back into opening his locker to grab his books

Flash came over places a hand over his shoulders, "Hey man look I just want to talk." What Flash wasn't expecting for his face to be kissing the locker while his arms are in a locked behind his back, from the corner of his eye he saw Peter was not in the mood, "It feels better, right?" He swallowed, "Look, your home got attacked…I know what that feels like on being attacked, I'm sorry."

Everyone stopped what they were doing watching the scene unfold, not sure which direction this would take. Flash felt the pressure off him, Parker looked him square in the eye.

"I appreciate and accept your apology but there is one thing I have been meaning to say to you know." He said, "Let Bygones be bygones how about it Flash?" Peter stuck out his hand in the air, "Enough is enough."

"Alright, we cool then…" Flash clasped his hand with his shaking it firmly

After that the day went normal, he told Harry, Gwen, and MJ about his little adventure last night leaving out the part the Joel was Angel sent from The One Above All. Harry mentioned that his father wanted to show him the lab so Peter accepted the invitation still he couldn't figure out why Harry all of sudden got beefed up.

* * *

It was after school that they arrived at Osborn Industries, after giving Aunt May a call she was worried sick about him but he promised that he would talk to her about what happened last night when he came home. From the car, Peter snorted at the words 'Working towards your future.'

Harry and Peter walked through the lab, "Well what do you think?"

"What can I see I'm thoroughly impressed by all the technological advancement OSCORP is doing." Peter said shaking his head, "I'm sure it beats working in an office building any day of the week I could definitely work in a place like this."

"You would?"

"Yes…more or less," Peter responded

"I know."

"By the way how's studying the company going for you," Peter asked

"Tough work, it's not easy, he still won't say anything to me."

"Keep at it I'm sure one day you gain his approval."

"Very funny…" Harry looked over to where two scientists are working on genetics, he recognized one of them, "Yo, Doc Ock!"

The good turned and smiled, "Harry good to see lad." He walked over to them as he introduced him to his friend, "Peter I want to you to meet Doctor Otto Octavius, he's one of the big brains around here."

"Doc Ock?" Peter mused

"Just Doctor Octavius will do." He said with a frown then it turned into a smile, "I hear from Harry that you quite talented in the skill of Science."

"Skilled yes, big brain no." 'Peter' looked at the computer he racked his host body for the name of the computer, "Is that a 9-640's?"

"Oh, you don't want that it's old," Otto said

"Can I have it when you throw? It as they say one man's trash is another man's treasure."

"Maybe." Octavius said Peter walked up to one of the tanks that contained a specimen in this case a rabbit, "So Mr. Parker, Harry tells me that you had quite an unfortunate incident with one of our arachnid experiments…"

Peter shoots up glancing behind him for a moment before focusing his attention to Harry sending him a dirty glare who is trying to ignore the fact his best friend is staring at him menacingly, _'Harry you are so dead.'_ Returning back to the bunny inside the container he brushes it off, "It's really no big deal."

"Oh no, with something like that happening there is bound to be some side effects, drowsiness, nausea, dizziness…any symptoms as such occurred?"

"Nope…" Peter responded still focusing on the rabbit, "What do you do with these animals anyway?"

"We check the blood work for reactions."

"I hate needles." Peter shivered involuntarily, "What type of reactions?"

"Simple blood work, like an ordinary blood test surely you have taken some blood test yourself." Peter was still focused on the rabbit didn't notice Octavius pulling out a needle. "Why don't we take some of your blood samples and show you what exactly we do here."

"Err…I think I'll pass…" His head is buzzing but it's too late as Ock slams the needle inside Peter arm "YEOW!"

Harry turns quickly from talking to one of the scientists, "What happened?"

"What the heck is your problem?!" Peter stands back defensibly _'Sly old Ock always getting the drop on Spidey or rather in this case me. Ugh, how did I not see that coming when he was talking about blood work? It official Doc Ock earns his place as Spidey notorious nemesis…I don't know whether to be impressed or terrified.'_

"My apologies Peter I was merely taking a sample."

Peter looked at the vial that had his blood, the gears in the head-turning, _'With that blood sample I wonder if they could…yes…yes they could…'_ He smiled, "You know Doctor my blood has very unique properties may be a scientist such as yourself could I don't know find a way to duplicate it in some form of way, I look forward to some experimentation even if you do it behind Normans back I do believe as well that Mr. Warren wouldn't mind helping you."

Octavius brow furrowed, not understanding the meaning of why…then it hit him… "Yes, of course, I'm sure we will find something, I also said to Harry that I would like for him to come to see the expo coming up next month on the 12th of May with a friend, would you be interested?"

"It will be a pleasure." Suddenly Peter sees images and starts to hear some voices; ' _The elevator opened to reveal a high tech scientific facility, with a dual working escalator. There is a room filled with technology computers that were running at high speeds or beeping rhythmically, there was also some tables and holograms display._

" _Those computers have to be running at least 33.86 petaflops per second. What is this place?"_

" _Your new laboratory Master Parker, this is where you will change the world; this lab is filled with high tech defensive that already surrounds around the house such as laser guns, shock nets, nonlethal darts and electrified floors that are being made as we speak, as well 3 Talos supercomputers that process data faster than Stark Industries." The hologram appeared once again, "Shall we continue the tour?"_

Peter is taken out of the vision when a hand is on his shoulders, he looks back at Harry giving him a questioning look; he waves him off.

Later in his office, Norman Osborn watched hungrily as the Octavius along with another coworker presented the blood cells before him.

"As you can see the boy is a healthy specimen…if not healthier. His metabolism is somewhat akin to say that of a long distance runner or an Olympic level athlete." Otto stated

"And this is good news how?"

"The spider bite has helped his genetic makeup any detrition has been reversed stabilizing his body even further."

"Stabilize," Norman whispered

"With your permission Mr. Osborn I would like to spend more time with the test subject to perform a series of test…"

"That will be all, thank you, doctor. Have a good night."

"But sir!" Otto began to protest

"Good night Otto!"

The said doctor balled his hand into a fist leaving the CEO to his thoughts. As he left the office the words of Peter rang through his mind, or at least part of it; _'my blood has very unique properties may be a scientist such as yourself could…I don't know…find a way to duplicate it in some form of a way..._ _I do believe as well that Mr. Warren wouldn't mind helping you'_

The said doctor puzzled at the implication, why the hidden meaning? What is he getting at? Why would he insist on duplication…wait a moment…Miles Warren was a researcher of cloning organism…could it be that Mr. Parker knows about cloning? If so he wouldn't be so casually saying things like that on purpose just to get something. Maybe the boy was on to something with his blood, this would require more research.

* * *

It was late when he got to Ezekiel's office but traffic was long and the window was up, Harry couldn't believe what his best friend was implying, he'd asked of him to take the Oz formula so he can research it that way he could know what was wrong with it. "So let me get this straight…you want me to take…no…steal one of my father's test tube so you can do research on it so I can inhale it?"

Peter nodded sheepishly

"You are out of your damn mind if you think I'm going to do it!" Harry pointed an accusing finger at him, "I agreed to be part of your little crusade against the war on crime but to do that…Peter, there's a line I won't cross."

"Look, Harry, I understand it was too much to ask but without the formula, you can't be in the unit like that all casual, you're going to get yourself killed." Peter tried to explain, "I'm sorry, with all the gadgets you can accumulate within your father business you could be one of the best crime-fighters there is."

"Yes but without the formula I mean look Tony Stark for crying out loud, he's freaking Iron Man."

"Yeah but Tony Stark is Multi-billionaire playboy genius-level inventor who happens to be with the Avengers." Peter said smugly, "What exactly can you do? I don't mean it to offend you but what exactly can you do Mr. Osborn?"

Harry opened his mouth to protest only no words could come out of his mouth, he opened and closed to refute Peter but he couldn't he was right, besides being the son of a millionaire Harry couldn't count what he could do. Sighing he leaned back pinching the bridge of his nose, "You are going to get me in so much trouble, Peter."

Peter now feeling guilty, "Listen, Harry, I'm not here to manipulate you nor I am going to sugarcoat anything. This crime-fighting unit I want to build is to help the citizens of New York or even the world, who knows what threat level we are going to face in the future I want to be prepared now but if you don't want to do it then don't, I'm sorry…"

"No Peter I want to do this just as much as you do maybe you right but like I said there is a line I won't cross."

"Understandable, you along with Lorina are going to be my finical backers…"

"I still don't know how you got that girl to agree to this."

"Why Mr. Osborn…" Peter said with a coy smile, "My powers of reason go beyond your cable little mind."

"Yeah right, try telling that to Felicia." Harry shook his head, he taps his chin, "I can't believe she wants you and that she's the Black Cat."

"Don't say anything I respect her privacy I only told you Gwen and MJ in confidence if word got out that she's starting her criminal career and I told you guys about her identity she'll expose me faster than I can web her mouth shut."

"That is true."

The window of the limo opens "Master Harry we have arrived at WebCorps."

"It's only 10 in the night…" Peter said looking at his phone

"I cannot say it enough I can't believe you got attacked by a supervillain and I still cannot believe that Ezekiel Sims is paying for the property damage."

"Yeah but I doubt this will be the last time I see that Morlun guy."

* * *

After pulling to the curb Peter gathers his things and says goodbye to his friend, he goes inside where he meets security, one of the guards buzzes for the CEO. After a few moments of waiting Ezekiel comes personally greeting Peter, they make small talk walking to the elevator.

"Thanks again for taking us in."

"It's no trouble at all Peter, its least I could do after Morlun attacked your home." The older man said

"How's Cindy and Erika doing?" Peter asked

"Erika is fine, resting if you will despite her injuries…Cindy, on the other hand, is not so happy about being locked in her **bunker** , nor is she happy with you."

Peter chuckles nervously, _'Way to go Leon now he's going to give me the talk, I just know it.'_

Once the elevator stops it opens to a new place the older gentleman motions with his hand to the right, "This way please, there are a few people who want to see you."

"Can I stop by and see Erika first."

"Of course."

A few moments later Peter's heart aches at the sight before him, there the doppelganger of this world Elektra looked batter and broken with wires sticking out of her. Peter goes inside next to her bedhead, gently he caresses her face the notion awakens the girl as her blue eyes open for a moment to see her visitor. When her eyes stare into his chocolate ones she gives a small smile, her eyes then close as she slowly nuzzles her face into his hand letting out a sigh of contentment.

He leans into her ear whispering, _"I'll be back for you Erika, I'm going to see my aunt and uncle…stay strong."_ His hand retreats back to his side, he wasn't going to agitate her by saying he was going to visit Cindy later on the girl needed her rest.

A few moments later he was in a kitchen with a sight of dear aunt May humming washing dishes, Uncle Ben reading the paper while Cindy was let out doing her work from school might I add trying to play catch up.

"Ahem."

The trio looked up to see Peter, he waved, "Surprise…"

The three of them rushed to him but Cindy was the one beat the two as she crushed him in a hug while beating his chest, "Stupid, stupid, stupid, stupid boy! Parker do you have any idea how worried we were?!"

"Cindy…" He wrapped his arms around her closing her in a hug which she returned fiercely, Aunt May, and Uncle Ben came up to the teens wrapping them in a hug. Ezekiel excused himself momentary as a few sniffles were heard. Peter finally let the words go, "I'm sorry…for worrying you…all of you…"

"The important thing now Peter is that you're safe." May said with a smile but it soon disappeared, "Although young man you have a lot of explaining to do."

"That's right son, you have a lot of explaining to do to all of us you know something that we don't as well what happened to you out there?"

"You guys might want to sit down for this," Peter said

The four of them listened intently as the boy retold the tale with him battling Morlun he left out no detail except his real name as well he was going to be leaving this body in 5 years just as he did with his other friends when he finished the four of them were in shock. They couldn't comprehend what had happened to him.

"So this 'angel' came and helped you defeat Morlun?"

"That's right, I black out but he confirmed that Morlun will not be a threat to me for a while."

Ezekiel stroked his chin, "Speaking of whom how did you know about the inheritors? More importantly, how did you know how to beat one as well how did you know about my bunker?"

Leon had to think quick, summoning his memory from the comics and movies he carefully constructed his response, clearing his throat he took a deep breath, ' _I'm going to hate myself in the morning for lying but right now the truth will definitely send them into denial until I get Rogue or Xavier to scan my mind heck even Psylocke will do.'_ Summoning his courage he began, "The reason I know so much is that …because…look what I'm about to say stays in this room, not a living soul must know…"

"Peter get on with it," Cindy said

"I'm future."

Silence from all of them, Leon swallowed he could feel his heart-tugging at him as his conscious whispered or did he hear a small voice telling him lying was wrong?

"Be serious Parker we are in no mood for jokes!"

"I agree with Cindy dear, tell us the truth…" Aunt May said with a look of disapproval, "You know we raised better than that."

"I _**am**_ telling you the truth!" Peter emphasized, "I'll prove it to you; the day we went to wrestling arena that you disapproved Aunt May was the day Uncle Ben should have died! There were also things wrong as well, Gwen was not with me that day neither were you. That day I insisted that I take the train to go instead of going with Uncle Ben…" He had to act this out be emotionally but not to draw it out suspiciously, with a deep sigh and downcast look, "Uncle Ben dropped me off, I wanted to leave but he wanted to talk…"

"What did we talk about Peter?" Uncle Ben looked at his nephew, he swallowed hard, this was unbelievable; time travel, was that even possible? But having a nephew with spider powers was unbelievable in itself

"We talked about a few things; to be honest I really didn't want to talk to you because I wanted to go into the wrestling arena, yet you persisted in having the talk with me." Peter glanced carefully at each one so far his lie was convincing them, "You told me how distant I was becoming because before them I didn't know how you'd react with me telling you that a radioactive spider bit me, you even told me about that fight with Flash which I didn't start…you told me that I was changing into a man with great power and with this great power comes great responsibility. We went back forth with each other until I threw it in your face…" Peter looked down in shame as convincingly as he could keeping silent swallowing

"Peter, what did exactly did you throw in my face?"

"I told you to stop lecturing me and you agreed even going as far as telling me that you knew that you weren't my father and I said stopped pretending to be." A small gasp escapes May, even Cindy was shocked, "I threw it in your face out of anger because I was so tired of being bullied, being put down I thought I could use my powers to better myself that I knew better. I knew that hit a sore spot and I got out the car you told me that you going to pick me up at 10. I still remember the look of despair in your feature Uncle Ben, it haunts me to this day, so instead of going to the library I go to the arena, I won but the fight promoter cheated me with a lousy 100 dollar bill so instead of catching the crook I let him go and the guy tells me 'You could have taken that guy apart now he going to get away with my money!' So I told him 'I missed the part where that's my problem.' The same line he told me I said it back to him."

Ezekiel was about to speak yet Peter held his hand up, "Please let me finish…Little did I know it was going to _**be**_ my problem, 10 o'clock was rolling about I was looking for Uncle Ben's car, only I found that people rushing to one particular spot…" He pauses, he pinches the bridge of his nose tightening his lip as his eyes began to water, "I really wish I did stop him the first time…"

Cindy goes up to him up embracing him as he the tears fell and he choked, he held her tightly, squeezing her; she gently rubbed his back, "It's okay, it's okay…"

May follows suits, she could feel her heart pounding "My dear boy be strong, what happens…"

"Please…give me a moment…." Peter sniffles were heard, finally, after a moment or two, he sighs deeply, "When I walk on scene Uncle Ben is lying on the floor in a pool of his own blood…the gunman that we saw trying to take the car that I gave money to…was the same one who pulled the trigger by accident…the man we saw was desperate to get money to his sick little daughter but instead of handing him money his partner came and spooked I guess and shot Uncle Ben but I didn't know it at the time and I went after the crook, to make a long story short I confronted him in a warehouse I instantly knew who it was when I saw the face, the memories of letting him go just persist…if only I stopped him in time you wouldn't have died."

The air was eerie in silence save for the sniffling of the 'distraught' teen, Ezekiel wasn't too sure if he was buying this, "That does not explain how you came to be in the past just how far are you from the future? Time travel is only a theory not yet to be proven."

"You believe in the multiverse Mr. Sims in my time it's possible…*sniff*…" Peter wipe his eyes, "Morlun is proof of that. How I came to be was during a fatal accident with an experiment gone wrong in one of my laboratories; Mr. Sims I'm 16 years from the future, my life has been a living nightmare or inconstant I blacked out during the explosion and suddenly I find myself in my old pre bitten state."

"So tell me future boy, do you know who wins the war with Inheritors?"

"I do but I won't tell you how it ends."

"What?! You have knowledge of the future and you refuse to share that wealth information surely you are out of your mind Mr. Parker."

"There is too much information that one cannot know, if that person knows they can't handle it they will die of a heart attack, they are not God who knows past, present and future. There is a lot of stuff I like to keep to myself but one thing for certain I'm here to correct some of my past mistakes starting with my relationships." He grabs Cindy by the waist pulling her close, "I released Cindy from the bunker after you kept her inside for 13 years in isolation after your death that is not the way to go, if you can help me train 3 bitten teenager I'll greatly appreciate it. I would like to get to know Cindy first because our last relationship was forced instead of friendly."

Cindy nodded knowing what he was implying, Ezekiel nodded, "Very well, I'll train you and your friends but it has to be on my terms."

"No deal, it's going to be on my terms with the people I choose to be with this team."

"Why? You and I both know about them so why included non-spider beings who have no business in this matter? Will you risk the lives of your friends just because you know future events?"

"One hand cleans the other." Peter simple stated, "If I can befriend the people that I know then we might have a shot at beating them but that's not all I know certain villains who are repeat villains they won't stop until I'm dead, I can't do this by myself, I need a team who not only defend New York but we to be global and I need not only you Ezekiel but you two as well."

* * *

After much Q and A the three out of five of them retreated to separate rooms, Peter went to see Erika or Elektra again who was still sleeping, they questioned why the daughter of the Greek Ambassador was here he explained that this Elektra was doppelganger from another universe so it was going to be hunt to which universe she belonged to.

"You know Elohim wants me to tell you lying is a sin and it can be forgiven if you repent."

"I know…" Leon said he turned to face Joel, "God forgive me but they can't know yet."

"It's going to be difficult down the road, you are going to encounter many things that will challenge you it will be put you to the test."

"Tell me something I don't know."

"Don't get snippy me young one, I'm here to guide you on the path of righteousness." Joel reaches into his pouch, "Here your answered question." He stuck up his first counting his fingers, "Three things this lie that you created will only go so far it will be a matter of time before the truth is revealed that's number…number two you cannot prevent everything certain must come pass." Two fingers went up and finally a third, "You flirting with Gwen, Cindy, Felicia and Elektra will be your undoing, you are playing a dangerous game and you will burn **hard**."

"I know…" Leon reaches over palming the device, his eyes go wide as he recognizes the logo of an Eagle, "Is this…wait a minute isn't Elektra supposed to wake up?"

"She's in a deep sleep."

"Ah, but is this what I think it is?"

He smiled, "You tell me."

Aunt May and Uncle Ben were deep in conversation as they laid down in bed, they were still trying to process all this information that was given to them. They still couldn't believe that their nephew was from the future, that poor boy what did he go through that made his life miserable after the death of Ben. Finally, they tried to go to sleep but sleep was evading one of them, finally May got up from her bed putting on a robe and slippers walked out of the room.

"My precious little boy, what happened to you in the future?" She whispered in the cold hallway, she noticed a shadow climbing above her head moving quickly in the far, she followed it. After few quick jogs she noticed the figure looking around before punching the elevator, she hid from view observing.

"Come on…come on…"

She recognized the voice, _'What's Peter doing in the middle of the night?'_ Finally, the door dings open she clearly hears, "They are going to kill me for this I just know it." May was taken aback what was he about to do? When she sees him enter with the door closing she follows suit, determined to find out what her nephew was doing. She noticed that he was heading towards the roof, "Why is he going there?"

Later on the roof May opens the door silently as she sees her nephew pacing back and forth, she waited a few more moments before she made her presence known, "Peter?"

He froze turning to her, "Aunt May what are you doing here?"

"I can't sleep Peter what are you doing up here and in your Spider-Man costume," May ask tapping her foot

"I…well…funny thing about that…" He gasps "Spider-sense!" Before either could react a gas canister appears by both their feet, "Uh-oh…"

Suddenly gas fumes the air and both nephew and aunt are knocked out by the gas. From the shadows a woman with red hair comes out, she wears a black leather synthetic stretch fabric suit which has been augmented to be highly resistant to damage even small arms fire and high temperatures that leaves nothing to the imagination on her wrist gauntlets with wrist cartridges containing various tools. In her holster, various automatic weapons and firearms, combat knives and explosives as needed. She bends down checking their pulses, then touching her ear, "This is Black Widow I've located the source of the beacon, it's the rumored Spider-Man and an elderly woman. What would like you like me to do Fury?" After moments of silence, "Understood I'll bring them in for questioning."

* * *

" _I will destroy your family like you destroyed mine!" The green creature said as he looked at the shadowy figure that had a half truck over his head "I will kill everyone you know!"_

" _Could you do it…?" The figure slammed the truck down on the green monstrous creature, "QUITELY!"_

" _OW!"_

 _The trucked groaned then suddenly it exploded_

 _ **FABOOOM**_

 _The figure is knocked back on the front yard he has no strength to get back up; he hears the shuffling of the footsteps coming towards him, it's a young teenager with blonde hair one of his best friends._

" _I think you got him." He said looking at the wreckage_

 _He had to take deep breaths; he knew he didn't have long, "Good. That's…that's about…all I…had."_

 _"Peter!" A feminine voice called out to him, he knew that voice all too well, "Oh my, Peter! We have to get you to a hospital." The redhead Mary Jane Watson looked in horror as she saw him bleeding from various wounds caked in blood from his face to his stomach._

" _I can fly him!" The teen suggested_

" _Are you crazy? You can't move him!" She then turned her head to the stunned crowd, "Has anyone called 911?! Is anyone a doctor?!"_

" _I'm a doctor!" A voice said, "Come let me take care of you…so you can GET OUT OF MY BODY! GIVE ME BACK MY LIFE!"_

Peter is jolted awake, he gasping for air, "The same dream…" He looks around, he's in a medical wing with lots of high tech gadgets, "Where…" He hears a soft groan, he looks at his aunt, "Aunt May!"

"Welcome to S.H.E.I.L.D Medical Wing." Another voice said, "Hope you two had a nice nap."

"S.H.E.I.L.D?" The older woman gets up slowly, "Wait a moment, I know that voice is that you Nicholas Joseph Fury?"

"Well then you haven't gone senile in your old age have you May? You look very stunning after all these years." An African American man came from the shadows, revealing he had an eye patch on his left eye, "So you're the rumored Spider-Man."

"I take it you guys know each other?"

May was not amused, "Spider-Man what did you?"

"Well, …umm….you weren't supposed to be here…."

"Well I'm here now, young man, you are going to be in so much trouble."

Spidey laughs nervously and suddenly he begins to gag, everything was spinning out of control his whole body begins to shake, his eyes roll to the back of his head as he lays on the bed having a seizure the last thing that happens is the voice of May calling out to him, "SPIDER-MAN!"

* * *

 **LXD: I tried to get this out as quick as I could, consider this my gift for you guys for leaving this story for a little while. Pretty interesting stuff that happening here, I'm grateful that this story has half of 100 reviews this story is almost at 100 follows and favorites so thank you, guys. 52 reviews in 10 chapters, I thank you guys really I do it's not easy trying to balance out my personal life and finding the time to write that's sometimes I can't finish some of my stories for this reason and speaking of which I'm going to be cancelling a lot of my other Spider-Man Stories, I know some of you guys are waiting for me to update but I can't seem to find time to do all of them, I'm going to leave three up I was biting off more than I can chew so I can connect them all together. I do hope as well that before I reach 50 chapters or even 20 chapters I get to see more followers and reviewers, you can leave me ideas in the comment section when you review because I do take into consideration what people are saying unless you are tolling XD. Leave a like, comment, rate it, subscribe**

 **For my reviewers**

 **SymbioticSpidey: Don't worry you'll see the symbiote next chapter**

 **spiritgirl16: I hope you stick around to see the finale**


	12. Chapter 12

**Disclaimer:** **Spider-Man and other Marvel content belong to Marvel Entertainment/Disney any other content belong to me**

 **Chapter 12:** **When worlds collide**

When he opened his eyes he is greeted with an intense light, using his hand to block the sunlight his eyes wander a little bit. Everything is blue, a normal sky with clouds passing by with soft wind to his face. When he sits up he feels the roughness of concrete underneath his hand, "I'm outside?"

Once again he turns to his utter shock he sees something familiar, "My…my…my home…" Tears begin to form in his eyes, he has forgotten what it was like to be homesick, now the reality was setting in as he gets up facing a white concrete triangular house with a stairway leading in one direction to an upper home while the other was flat ground leading directly to a second home. In front of him was a fence cover a small yard separating him from a cherry tree inside with hedges along the pathway.

He notices that he is in the middle of the street, his neighborhood covered in trees with different houses lined parallel to one another. He walks, heart racing, palms sweating, he pats on the car which the driveway has, and he touches one of them. Closing his eyes, he begins to smile at the memories of his father buying it from a neighbor, with training in the arts of driving a sports car.

Soon he goes to where a small gate is locked which leads to a small hill, from the distance he sees a shed made of metal within it a metal toolbox alongside it is another fence this one made of wood. "How…" He clutches the wiring then places his head on it, "…How can this be?"

He pulls himself away ready to face the unknown, he swallows as the first door opens, soon he opens the second main door and walks inside, as he enters a small living room he looks around the room, everything seems to be in place the small sofa, an electronic chair with the TV set inside a wooden stand. On top of it were many pictures of him and his family from left to right his eyes gaze at the photos.

"Mami? Papi?" He called out, he waits a few moments waiting for a replying "Pa? Ma?" Again silence, a pang of hurt is on his heart as he swallows the lump forming in his throat, "Maybe there are just visiting abuela or the neighbor they should be back any moment."

He goes into the kitchen it is very small, with a table in the middle of it. He passes his hand over the smooth material then his eyes look to where there are two pictures hanging over the table, one in the back the other in the corner of the kitchen, one that says _'Thy word is lamp unto my feet and light unto my path'_ with a picture of an old pair of glasses resting on a Bible opened to a page with an old fashion lantern in the backdrop and the other _'The Living Water'._

A chirping sound is made followed by a metal rattling, he looks and out of the cage comes a little green monk parakeet, it squawks again with its body gray and the backside green, it dances on the opened door he smiles softly as he reaches for the bird. The said bird tilts its head curiously bobbing its head before flapping its wings. Nonetheless, the bird hops on the open palm of his hand, quickly he pets the bird stroking its feather. The bird's hair ruffles enjoying the pleasure of being caressed.

Down the hallway is multiple doors and in the corner is open revealing the bathroom, his eyes scan each doorway leading to a bedroom. He opens one in the middle which lies his room, it spacious enough to have a bed, desktop, with the bookshelf full of books on designing and coloring and spatial theory along with a few comics. Leon looks at his bed head where he finds his Bible, iPad, and pager.

He sighs, "I'll just wait in the living room get my mind off this thing. Being Peter Parker was it all a dream? I mean it wouldn't be the first time, I love being Spider-Man."

Nearly for two hours he waited for his family members to return, something was not right, everything seemed abnormal, the clock from the TV showed the same time 11:00 AM. He was getting impatient, nervous to be exact, something was not right here, an ominous feeling crept in his being.

The little bird chirped, he jumped, it was flapping its wings, and it was a long time since it did that or at least he remembered it did that. "Whats wrong Cookie?"

The bird flapped her wings wildly hissing and squawking, running around the cage top while not falling off with its feet holding on the edge for dear life. Leon couldn't place what was going on with his pet bird. He stretched his hand towards it stroking it, it calmed once it felt his touch when he stopped it resumed its tantrum.

"What has gotten into you?" He wondered that's when a shadow passed by quickly he spun around, nothing. The bird was still making noises, he turned back to his bird and this time the shadow returned, he gasped yet made sudden moments.

He saw from the picture that a figure was staring at him, it was very easy to see that this figure was completely shadowy. Sweat beginning to seep through his brow, his heart was racing a mile a minute. He couldn't resist, he breathing getting ragged, he had to confront it, and this was a must.

He turned!

Nothing.

The figure was gone by the time he whipped around, he willed himself to calm down, "I've got to get out of here."

He left his home finding his pair of keys hanging on the stand, he goes to the small hallway connecting to the living room, locking the house he leaves to walk around his neighborhood. Maybe he will find his parents around the block, whatever it was that watching he didn't like the feeling that came with it.

* * *

Aunt May was a worried scratch that she was terrified for her nephew, neither in her years of raising Peter had he ever suffered from seizures especially a serve one like he had. The medical doctors stabilized him yet he would not wake up, she looked at his unmasked face, he was peacefully sleeping his chest was falling normally.

She rubbed his head, "Oh my precious boy stay strong."

The doctors had told her that he has fallen into a coma not only that but there were unusual brainwaves activities happening yet they were not too sure the cause of the coma they suggested that it was linked to the seizure but had to run more test.

"Please God, let my nep-no…let my son live." She desperately cried out quietly

Outside of the infirmity Fury watched the older stroking her nephew's hair, he asked without looking, "How the patient?"

"Condition is still the same, he's been like for over four hours, everything seems normal yet he still won't wake up."

"Has he suffered from seizures in the past?"

"No, sir." The medic replied, "This is the first one he has ever gotten but we did some blood work they came back with interesting results."

"How interesting?"

"Patient Peter Parker has something special inside of him we looked at the sample, every single cell in his body which has begun to deteriorate has been reversed significantly, and the boy is in perfect health so there should be no reason for this state of being in a coma."

"Hmmm…very puzzling indeed."

"Yes, we also found seven wavelengths."

"Seven? What could that mean?"

* * *

The neighborhood in which he grew up in was a ghost town, there was nothing here, yet everything was well kept, organized. Where is everyone? Where did they go? Leon was panicking this was his neighborhood everything is here! Yet…it felt hollow. Memories began to swim in his head as he pulled up to his old Elementary School, remembering what it was like to be a child before that day his innocence was taken in middle school. He entered the building it was empty, memories of an old life before he became the man he was today.

Stopping at every classroom he remembers the sound of kids laughing having a wonderful time but he was the odd ball out. His short time as being Peter Parker in the dream standing up to Flash the bully was it his chance to redo his chance of standing up for himself? He shook his head, it was façade, a farce, in reality, he would have let it slide off him ignoring it while the pain settled in his heart while he smiled on by.

Yet Leon knew better as he was taught due to his upbringing that was someone truly cared for him, someone who loved no matter what the odds were against him, despite his past failings, his improper behaviors someone with unconditional love. He left the school silently, the shadow eyed him carefully.

He raced around town looking for a sign of another person still he couldn't find anyone. Going on the highway to find someone, anyone he will not give up. Leon stopped at every possible moment he had, yet the places he went to such as the gas station, ice cream shop it was empty hop began to disperse, he feared the worst his mother, father, family, and friends all gone.

The young man slid to the floor of the pizzeria, his lips quiver, two long tears began to pour out he was alone, he shook his head, "No I can't be alone! My God is with me, right?"

Doubt began to seize his heart, he fought it off, mentally reciting scripture yet it would not let him go within him was a battle and his faith was losing it. Finally, he couldn't take it anymore, in agony he screamed at the sky. He continued to scream until he could no more, falling to his knees bitterly he wept.

"Why me? Why me? What is MY PURPOSE HERE!?"

The feeling that something was following him he hoped it wasn't evil but he was no fool. He only saw a few horror movies in his lifetime and he knew that he was being stalked he couldn't shake that feeling, of impending confrontation.

Not wanting to be caught he wiped his tears, "Well I better keep moving." With a sigh, Leon walked off to his car. He retraced his steps back to his house "I better get inside." The door to the house refused to open, "What now!"

Chirping is heard knowing from experience the little bird knew that he was home still it refused to budge, he kicked the door in frustration.

With a sigh he goes back to his car once again he pulls out of the driveway down the street as he stops the radio begins to sound and an ominous voice begins to speak, _**"I don't know who you are or what you are. I do know you are here you've stolen something that belongs to me, I want it back and nothing is going to stop me from getting it back not even you."**_

Leon rolls his eyes, "Yeah well it not like I have a choice."

The distorted voice continues to speak, _**"You will come to the George Washington Bridge, it will be there that you will face me and I will defeat you. Be there or be square."**_

Leon had a face of disgruntlement, "'Be there or be square?' Who says that anymore?" He shakes his head, "Well, if it's New York City I need to be then its New York City I'll go."

Little known fact, he was being watched by 12 pairs of eyes from the rooftop. They watched him go racing to get to the bridge.

"He's not like us." One said

"No, he's not." Another said hovering an inch of the roof

"Dudes, I don't get why we're all here." A younger one said

"We don't know how we got here Iron, it's like our worlds completely stopped then there was that great white light consuming everything and everyone we loved."

"Hmph maybe beating the snot out of him will be therapeutic." Another said cracking his knuckles, "I was in the middle of an invasion until that light came! I can't believe my beloved is gone."

"I'm supposed to be the most powerful being in the universe yet even I couldn't prevent the erasing of mine."

"Dude's let's just go I don't mind having a conversation with my older doppelgangers but aren't we supposed to I don't know to follow him?" The youngest one said

"Let's go and introduce ourselves." The gruff voice man said

The trip to the city would have been long an hour and a half save for the fact that Leon was driving over 80 miles an hour in the Thruway with no traffic coming abroad. He is talking out loud, "This is ridiculous, it's like I'm in the twilight zone. No one is around, it's like something major happened and I can't place it." He is silent as he pulls up to the bridge, he opens his car when the vehicle is fully parked, he steps 10 paces away from it, "Alright I'm here, show yourself!" He scans the area nothing, absolutely nothing, "Guess I'm not the one being the square am I?"

A shadow overhead flies over quickly, he turns his head to see nothing but clouds rolling by peacefully. The ominous feeling was back, he turned around seeing if anyone was there, nothing is out of the ordinary.

"Guess I came out here for no reason." Leon was about to walk away when suddenly there was a tingling in the back of his head, "Spider-sense…tingling…danger!" He manages to dodge a truck flying his way, though it crashes into his sports car, "MY CAR! AWW…man that was favorite Mustang!"

"I'm going to break more than just that you body snatcher!" A voice called behind him, Leon turns around to be faced with Spider-Man?

"Um…last time I checked I was Spider-Man." He said confused, "Who are you?"

Taking off the mask it revealed the face of an angry Peter Parker, tears streaming down his face, "I'm Peter Parker you son of…."

"Tsk, tsk, didn't your aunt ever tell you cursing is wrong?" He wagged his finger

"ARGH!" The teen makes a bound towards him.

Leon braces himself for impact, he is cringing while holding his hands up to guard his face. The impact never came, slowly he opened up his eyes saw that Peter being restrained by an invisible wall. It really took him by surprise, that's when he saw a golden line appear, it was nothing he ever has seen before, it was what separated them. The wall seemed to be alive as it sent Peter back flying a mere five feet away that is until he tried his luck again with the same results.

Young Peter growled, he sat up knees almost to his chest but not quite, laying his arms on them he murderously gazed up the young tall man, wearing dark blue jeans, with a red shirt that had gray lining going across his chest and shoulder down to the arm.

Peter gnashed his teeth, he got and walked over the line it allowed him. This time he lunged at him tackling him to the ground, rolling out Leon kicks off his aggressor, the young teen skids to a halt.

Leon handsprings quickly off the ground, "You picked the wrong day Peter."

The two circled each other, eyes locked onto each other, like two tigers fighting for dominance on a mountain. One of them was going to be the victor, the boy launches himself at him via webbing firing webs to distract the older male.

Leon was no fool he quickly darts out of the way before unleashing his web line to the boy's chest slamming him down on the ground. Peter cries out, he gets up not to be deterred, the two of them charge before the few meters they reach to jump at each other.

With dual fist colliding with each other, they fell to the ground in a heap. The two shook cobwebs out of their system, Leon looked at his opponent with a hard stare while the other full on hatred. Leon flipped back up thanks to his martial arts experience, he backed away from the boy pointing his finger saying, "I don't want to fight you Peter but if I have to I will."

"Good." The brunette spat back, "I've been meaning to exchange some words with your face with my fist."

"You won't win."

"There is a first time for everything."

Leon drops into right stance fighting style, "Make my day."

With a yell Peter tries to rush with flurries of wild swings, first, he tries to right hook but Leon was quick on his feet ducks under, sending a quick jab to the ribs. Peter staggers, ignores the pain before lashing out with another wild swing with his left again Leon is quick on his feet sends another body jab to the left side.

In furry Peter sends a jab to the face followed by a punch to the stomach and kick to the groin.

Leon blocks high, then low and switches stance while blocking the groin kick followed by a counter strike to the head with knife chop. Peter clutches his stomach, gritting his teeth he yells rushing him again this time he starts swinging with his hands but Leon blocks each one.

It was kick blocked by simple powerful tap followed by a punch to the face only to be brought down by an open palm defense, next it was another punch to the face to be blocked by outside arm block.

Leon blocks a knee, punches him in the chest hard pushing him back, the young Queens resident quickly gets out the way of a stomping kick. Rolling to a top he hands flips to the bridge walkway beam clutching his chest panting hard.

Leon breathed heavily a bit out of practice, "You can't beat me, Peter."

"I can sure damn as well try!"

* * *

The machine was beeping, Aunt May began to worry again terrified than ever before as she saw her beloved nephew having another episode. Before she could say anything medics were already on the move trying to calm him down.

"Get a sedative!" one yelled

The medics rushed here and there too on each side grabbing the young Parker as he body is losing control spamming on the bed, one of the doctors see the brain wave activates it was unusually high.

"Sedative ready!" Another called out

"Inject!"

The needle went into his arm, the body stopped with the spasm, however, the mind was still in high activity. This left the doctors puzzled, what was going on in that mind of this young boy?

* * *

Leon and Peter charged at each other once again, Leon throwing two hooks while Peter tried to block the best he could. Leon punches

his chest forcing him to back up, Peter throws a semi roundhouse kick which the tall brunette blocked via elbow, punches it down hard then follows up with a sweep to the legs.

The sweep of the legs threw Peter to be unbalanced his stance as he flew sideways he felt a sharp pain to his midsection as it sent him flying to the metal framework of the walkway, "ARGH!"

Leon panted hard standing up from the punch he delivered, the boy had resilience he give him that as he tried to get up but his arms gave way they were jelly. That brief fight told him that he was too rusty in his style of Gōjū-ryū, it's been years since he practiced the style still the instincts were there he needed to hone in on it once again. He watched as Peter slowly comes to sitting down Indian style panting hard, Leon winced as his opponent managed to get a few good hits in.

"Are we done?" He panted sweat dripping from his brow, "Truce?"

"I'm spent…truce…"

"I'm not going to lie I haven't been pushed like that ever since I fought with sensei."

"Don't try to be chummy with me alright! We aren't friends!"

Leon stared at him blankly and maybe just a little hurt, "I suppose your right." He sat down, "We don't know each other and I don't know where we are."

"This is my mind and my body, we're in my consciousness!"

"No need to shout I can hear you just fine!"

"I'll do what I damn please!"

"How times has that gotten you into trouble!?" Leon shouted back, "More times than you can count!"

Silence, the tension between the two was thick that if one could cut it with a knife something would have happened. The two sent stares with one glaring the other not so much, Peter rested his head on the bar, "Who are you?"

"My name is Leon Ivan, I'm not from this world."

"Obviously, you must be an alien."

"I'm not…"

"Sure you are! I mean how else can you explain this? Your consciousness somehow linked to my so you are slowly taking over me and then when you are done you are going to move on to another host body!"

Leon gave the most dumbfounded look he could muster up, "First off Mr. Scientist, you been reading too many comics! Second, I'm not an alien, I am a living human begin that somehow managed to get inside your body, don't ask how or why."

"Why."

"I just said not to ask why!" He said flabbergasted

"I want answers."

"So do I, unfortunately, I can't provide you with the answers that you want! Only I went to bed one night then suddenly I appear here…"

Peter wasn't convinced, there had to be a reason why. You don't show up all of sudden out of the blue than say you don't know how you got here; something was going on here. His thoughts were interrupted by Leon's voice.

"Judging by your expression you don't believe me, I find it hard to be that I'm here as well in the Marvel universe."

"Marvel Universe?"

"Yes, you see where I come from you…" He pointed his finger at him, "Are consider fiction created by a studio with a guy that says 'Excelsior!'. You are like the most _**beloved**_ character of all ages and ethnic groups only behind two others."

"I'm flattered, I think you are crazy!"

"It's up to you if you want to believe me or not." Leon shrugged, "I'm pretty much living proof that anything is possible."

"Pfft yeah right."

Leon sighed, this wasn't going as he hoped then again this is Peter Parker but a teenager who has yet to believe in the impossible. "So any idea how to get out of here?"

"How should I know? You're the dominating personality that's taken over my body so you probably know how to leave!"

Leon made a face that spelled uncertainty, "I blackout before so I don't know how much I can control since you appeared."

The young man and young teen were silent once again, "You know what sucks being trapped in your body with no way out or a way to communicate with your loved ones."

"How do you think I feel?" Leon said his demeanor changing from neutral to solemn, "I may not be able to see my family again so I'm stuck for five years."

"Five years!" Peter exclaimed, not happy at all with the news, "Who told you that!"

"An angel appeared to me and told me until the five years are up I will not be separated from your body." That was not a response he wanted to hear, "So I conclude just by that The One Above All aka God has something in mind."

"Yeah right…" Peter despite being trapped in his body remembered something, "I still can't believe you told Aunt May, Uncle Ben, and Harry what were you thinking?"

"Okay stop right there." The one in his voice was one that irritated, Leon was not in the mood to explain why he did what he did, "I don't have to justify the course of action that I have taken within the last few days of my life or should I say your life, alright?"

The ominous feeling was back Leon got up and noticed up in the sky a shadow overpassed them. It wasn't a pleasant feeling either that he got from it, "We should leave I got a bad feeling something is about to happen."

* * *

 **LXD: A little shorter than usual but I'm going to stop it there. So my idea for a reboot is not going to happen but I will continue updating this story wish me luck and hopefully, I can find a beta-reader/co-writer in the near future.**

 **For my reviewers:**

 **Spider-man1fan: Thanks, I'm sure Peter host will have lots to say when he recovers**

 **Guest: Well thanks for reading I guess. But you want to know something I get tired of seeing people cursing every five sentences and that turns me off as well causing me to leave the story halfway because it's too much, besides that was nothing compared to what I had in mind previously so I decided to a little editing to tone down a little.**

 **Poof13: Thanks again for your review**


	13. Chapter 13

**Author Note:** **Stop if you haven't read the previous chapter after the author note is taken down, please take the time to read it thank you but if you are reading casually continue**

 **Disclaimer:** **Spider-Man and other Marvel content belong to Marvel Entertainment/Disney any other content belong to me**

* * *

 **Chapter 13: The Compromise Part 1**

Early that same day in the morning

Used for scientific research to take many forms because of the differing requirements of specialists in the various fields of science and engineering. A physics laboratory might contain a particle accelerator or vacuum chamber, while a metallurgy laboratory could have apparatus for casting or refining metals or for testing their strength. A chemist or biologist might use a wet laboratory, while a psychologist's laboratory might be a room with one-way mirrors and hidden cameras in which to observe behavior. In some laboratories, such as those commonly used by computer scientists, computers are used for either simulations or the analysis of data. Scientists in other fields will use still other types of laboratories. Engineers use laboratories as well to design, build, and test technological devices.

Scientific laboratories can be found in a research room and learning spaces in schools and universities, industry, government, or military facilities, and even aboard ships and spacecraft.

For a few scientists, they are studying a particular find in terms of black goo that a meteorite off the coast of Mexico landed several years ago. Two fishermen reported that they found the rock and went to examine it however upon approaching the rock one of them said that a black substance oozed out of it and attacked them.

This immediately required the presence of S.H.I.E.L.D who are notorious for E.T. sightings, once they managed to get the black goop in containment they took the subject back the Helicarrier an advanced aerial vehicle with design and function closely resembling that of a modern aircraft carrier, this was four months ago. Specifically, the Helicarrier is designed to be capable of sustained, independently-powered flight, via four, massive engines that provide the lift needed to keep it in the air.

Within the bio-lab the two scientist study closely the DNA sample of the subject, "This thing has a cell structure, its nuclei are even dividing itself."

"So those Mexican fishermen weren't crazy when they said that this…this…whatever this is…was alive." The other said peeking into the microscope

"As alive as you and me my friend." The other said

Much time later one of the scientists came back, "Rick take a look at this." She turns on a holoprojector, the man heeds his companion voice watching a molecule pulsing, "Take a good hard look because this is outstanding…watch as this single-celled organism like this one from a nitrogen-based environment…"

"Okay what I'm in 7th grade, what do you want to show me?"

"Patience, watch what happens when I add this piece of black goo to it." A piece of the black substance is seen added to the nitrogen molecule, quickly the black substance absorbs it.

Rick watches in astonishment, "They're bonding!"

"It's replicating and mutating the molecular structure of its own DNA, it's actually improving on the host organism."

Rick whistles, "With this kind of the material just imagine what kind of super soldiers down the road, we can have to fight the battles we can't, improve senses, able to surpass that of human capabilities."

"I thought that's what we had the Avengers to do the things we normal humans couldn't do."

"Yeah but imagine this thing bonding with us humans with enhanced physical stats, taking the bullets without slowing down." Rick said, "Or just creating an army of this thing."

"Only time will…speaking of the black substance what did you do with it?"

"Ahh…I left it in its container." Rick turns around seeing that the lid was halfway opened, "Whoops…"

"Fury is going to have our heads for this..." The female scientist nervously said, "We got to find that thing NOW!"

Quickly, they raced out of the lab in hopes that they find that black goo.

'Hooommmmeee…' The black substance managed to escape its prison slithering across the unknown base. Though it seemed small and oily, the organism appeared a little bit jelly-like, though it moving about will be catastrophic with one false move, it will be back to its holding place.

It was tired of being a prisoner, it only wanted to be free, to have a partnership. Its last host came from an inhabitant of an icy world proving to be evil going as far as using it to carry out a genocide against his homeworld, thus twisting it into a predatory and hate-filled being addicted to rage. That was all it felt, rage unadulterated rage, it crawled on the floor avoiding any inhabitant of this strange world. It came to a stop once it came across a hallway filled with different feet passing by it saw something catch its eyes, something red passes by. Quickly it slithers underneath the rolling cart hearing voices from above avoiding the feet met to crush it.

"Are sure this is a good idea Colonel Fury?" An accented voice asked, "To bring this woman aboard?"

"We have a history together Widow I don't expect you to understand but trust me in what I am doing, you saw both then you bring them in?" The other voice was smooth in his talk, "Besides I have a hunch the woman knows a little more to our web swinging friend."

The alien held on beneath the moving cart, it gelatin shape moving with the flow of the bed with every twist and turn. Soon enough it comes to a stop, there was much chatter in the room from different alien species. Peering out it saw many different white colored people, what kind of strange species is this? Is it back on that cold foreign forsaken place?

A sudden a rattle shakes the cart violently caused the alien to recoil slightly, then a limb drops to the side it was the same color it saw, seeing this as an opportunity it latches on wrapping itself on the hand hoping to see what kind of creatures were these. As soon it was finished wrapping itself it camouflaged as a chameleon, soon it was sucked into the world of the body.

If one thing it can say this wasn't what it was expecting, falling from the sky the wind whipping at it and down below was a small community of different houses coming rapidly.

SPLAT

The jelly-like substance began to take shape, with its form complete of a humanoid from the torso up gazed around. The emotion rolling off this place was high of confusion, nostalgia, anger, and hope?

These were weird emotions that it is experiencing, it was refreshing to feel something other than rage. Slithering across the sidewalk, the alien heard a noise of a bang nearby wanting to investigate, it turned back to a liquid state arcing its way to the noise. Once it reached its location of the loud noise, a loud chirping noise caught its attention, it saw that the door was locked and it could easily enter however not knowing what these creatures are if they are hostile or not was another debate.

A gate, its oily body rained through the gate it looked through the window as the shadow of the being walked through the house. It observed silently with great curiosity through the window, waiting to see if it could bond with the creature.

From the window, it saw that it had a sense of nostalgia, better to keep out of sight for now. Soon the being began to move to another section of the house, it slithered as it approached another window what is this place called?

A chirping sound is made followed by a metal rattling, another creature inside, is it tasty? This was a very interesting thing happening it will study it more because the way it is feeling it was nostalgic.

Two hours later the slime drummed its fingers on the concrete, the other creature begins to chirp again scarring the other one. It perks in a second window again the figure turns and the alien hides to the left apparently that bird was warning him of it, soon its presence will be known right now it will follow him as he peeked again.

He was leaving time to make a move.

* * *

Back at Ezekiel Tower Cindy was in a panic. For some reason, Peter lost consciousness, regained it and lost it again then spasms. She was pretty sure that the other two felt it as well, the question now is; what was she going to do about it?

She was in her bunker bed knees drawn to her chest, "Peter…"

Despite knowing him for a short a time, there was a mutual attraction but it only went as far as primal lust, they hardly knew each other however she did hope that Peter will keep his end of the bargain in being her friend. It was hard enough being attracted to Peter because she was this important entity to the Web of life and density.

According to Ezekiel, since she has been chosen to be the 'Avatar of the Bride Totem', he explained that her role was weaving hidden threads, enabling Spider-Totems to arise through chance or unwanted luck. While she was one of these powerful totems it was up to Master Weaver to select those who are worthy of becoming the avatars of Great Totems like the Other or Scion whatever that meant.

When Cindy looked into the eyes of the young Parker, she saw someone who is very serious yet warm, caring and somehow mature still that didn't excuse some of his actions, speaking of action now that she thought about it even though he said he was from the future, she was beginning to doubt that he really was from the future.

Call it a hunch or call it woman intuition or some other third thing, something was not adding up here he felt to easy that they believed his story then felt guilty about it, she needed to get to the bottom this ASAP. Maybe she was worrying over nothing and might have been a nightmare he was experiencing, well there was only one way to find out.

Fortunately, for her, the door was unlocked so she could go as she pleases, lie or not Ezekiel was kind enough to let her roam around the base within reason.

"Time to visit a certain someone, then I'm going to pound that jerk." On a mission, she went to Peter's room, once she found where he was sleeping knocked on the door. She waited for him to respond, no answer. Rolling her eyes she knocked on his door again, waited a few moments…again no response…

"Peter I know you in there…open up…"

Still no answer from inside. Now frustrated, she places her hand on the panel next to the door as it opened she notices that the bed was untouched, weird, stepping in the lights were off…again weird…when she closes the distance between her and the bed she gets a feel for it.

"Cold…" Cindy crosses her arms underneath her breast, "Then if he's not here then where is he?"

* * *

Back in the consciousness of the comatose teen, it didn't know how much time was spent cruising or stopping at places but it was getting irritated. How many cycles did it have to spend stopping at every location? The adventure was pretty dull to say the least, what in this universe was this creature looking for!? Did it not know that it was trapped inside of its mind? This creature goes to every building it knows then it stops at another facility, why? Now it was going fast to what was it called again?

The sound of the opening of the door once the vehicle is fully parked, he steps away from it, the slime once again morphs into a head with arms and torso peaks over to see the creature in front of his home.

'Hoommmeee.'

He is coming back, quickly the slime shrinks to the size of an insect, it latches on the vehicle license plate as a heavy sigh is heard, the emotion it was reading…pain? The vehicle pulls out of the driveway down the street into a stop. A transmitter begins to sound with an ominous voice speaking, "I don't know who you are or what you are. I do know you are here you've stolen something that belongs to me, I want it back and nothing is going to stop me from getting it back not even you."

"Yeah well, it not like I have a choice."

The distorted voice continues to speak, "You will come to the George Washington Bridge, it will be there that you will face me and I will defeat you. Be there or be square."

"'Be there or be square?' Who says that anymore? Well, if it's New York City I need to be then its New York City I'll go."

Things just got a little bit interesting…

The trip was soothing, to say the least, they arrived at their location, what was it called again GW Bridge? The creature stops the transport gets out to survey the area, making hast it as well gets off and begins to go to a nearby vehicle hiding till the right moment.

"Guess I came out here for no reason." He heard it say, it was about to walk away when suddenly he stops, "Spider-sense…tingling…danger!" He managed to dodge a truck flying his way, though it crashes into his transport, "MY CAR! AWW…man that was favorite Mustang!"

"I'm going to break more than just that you body snatcher!" A voice called, wait a minute another red creature?! What was going on here? There was two of them, thinking for a moment it will latch on to the first one but how?

"Um…last time I checked I was Spider-Man." He said confused, "Who are you?"

Taking off the mask it revealed the face of an angry creature, "I'm Peter Parker you son of…."

"Tsk, tsk, didn't your aunt ever tell you cursing is wrong?"

The second one was angry and it knew rage maybe it can bond with that one but first seemed angry as well last it saw, which one, which one?

"ARGH!"

A battle cry…perfect…a battle!

The teen makes a bound towards him, the other braces himself for impact, he is cringing while holding his hands up to guard his face. But wait the impact never came? How can this be that one attacking is being restrained by the other one? The alien saw a golden line appear, it was nothing it ever saw before. The wall seemed to be alive as it sent the attacker back flying a mere five feet away that is until he tried his luck again with the same results.

The first creature had abilities beyond comprehension it must bond with it, quickly it slithered while the two were still locked in battle or should we say Peter charging another attack. The alien touches the creature it first met. Assimilating all of his memories…it was…incredible…this creature…no…Leon knew who it was! Who was this person?

Scanning through his memories what it found amazed him, it appears that the other person Leon was facing is called Peter Parker, a mild teenage who lost his uncle at a very young age when he gained his spider-powers. Further assimilating the memories it learned that Leon was from a world that considered reality while it the Klyntar was considered fiction, furthermore, it appears Peter rejected symbiote when he found it that it was alive thus becoming his greatest adversary known as Venom…

'Interesting…' It thought, 'Leon, on the other hand, is a fan of me knowing my capabilities and weaknesses, maybe I found the perfect host! I must find more truth to this mysterious person, this bond will be permanent between the two us yet why is he in Parker body?'

Digging even deeper in his memories, Leon didn't understand how he came to be in this universe only that he had until he was 25 to be here or at least in Parker body, well might as well make do with the best of it. What was this? Apparently, Leon wanted to hook up Peter with the Cindy Moon girl…hmph, the fool! It's clear to the symbiote that Leon himself wanted the girl to himself…wait a minute…what was this?

A girl wanting him, he rejected her advances, what was wrong with this human? Well if that's the case then it will do something about this…YOW! Still fighting eh? There was so much wealth of information here yet the symbiote feels a strong sense of moral compass, these are strange emotions coming from this one.

Suddenly, calmness it appears that Leon is done fighting Peter, it'll make its presence known soon enough. For now, it was time to wait at the same time observe and observe it did, it was a brief conversation for about five minutes or less.

"I'm flattered, I think you are crazy!"

"It's up to you if you want to believe me or not." Leon shrugged, "I'm pretty much living proof that anything is possible."

"Pfft yeah right."

Leon sighed, this wasn't going as he hoped then again this is Peter Parker but a teenager who has yet to believe in the impossible. "So any idea how to get out of here?"

Leon sighed, this wasn't going as he hoped then again this is Peter Parker but a teenager who has yet to believe in the impossible. "So any idea how to get out of here?"

"How should I know? You're the dominating personality that's taken over my body so you probably know how to leave!"

Leon made a face that spelled uncertainty, "I blackout before so I don't know how much I can control since you appeared."

The young man and young teen were silent once again, "You know what sucks being trapped in your body with no way out or a way to communicate with your loved ones."

"How do you think I feel?" Leon said his demeanor changing from neutral to solemn, "I may not be able to see my family again so I'm stuck for five years."

"Five years!" Peter exclaimed, not happy at all with the news, "Who told you that!"

"An angel…"

Angel? What was that? Was it edible? Speaking of food it was hungry, but the body was comatose, how was it going to awaken the boy?

The ominous feeling was back Leon got up and noticed up in the sky a shadow overpassed them. It wasn't a pleasant feeling either that he got from it, "We should leave I got a bad feeling something is about to happen."

Well, it is time to present itself, it began to manifest.

On the outside of the unconsciousness state of the knocked out boy where both Leon and Peter were still locked in a one-sided glaring competition, the young teen noticed that the older male's shirt began to move.

"What's up with your shirt?"

Looking down on it, he saw something black moving, "The heck!"

 **"Hello, Leon and Peter…"** It said presenting itself as a head with sharp teeth and a wicked smile plastered on its oily face

"The heck is that thing!" Peter frantically looked for something to hit that thing

 **"I am Venom…and you two are mine…"**

"He's a parasite."

 **"PARASITE!"** The alien symbiote forced Leon body to be slammed against the railing, **"You better Apologize!"**

"Ooowww…"

 **"Apologize or I start eating your brains, on second that that liver looks mighty scrumptious or perhaps those kidneys might do for an appetizer…so many choices so little time!"**

Leon still dazed replied, "Once my ears stop ringing I'll get back to you."

"GET OUT OF MY BODY! WHAT IS THIS SPACE INVADERS?!"

 **"I'm sorry but I can't, WE are bonded now and we will make this world great unless of course if you refuse…"**

"You are not biting his head off Venom." Leon managed to get up shaking the cobwebs of his head, "I always wonder what it felt to be bonded to a symbiote. I must admit this feels cool."

 **"Ohhhh…right there that's the spot…"** Venom was now panting like a dog as Leon continued to stretch its goop.

That tongue was long, Peter was a bit mortified at the length of the tongue, "I think I'm going to throw up."

Leon was unfazed by it, "You get used to it after a while."

Peter was grimacing, it was bad enough that he had to deal being trapped within his own body but now there was an alien parasite with him as well, "What the hell is that thing exactly?"

"He is a Klyntar, or better known as a symbiote. His species are composed as inorganic, amorphous, symbiotic extraterrestrials." Leon explained as Venom nodded his head,

"So that thing requires symbiosis to live, which means you can classify in three types of categories; mutualism, commensalism or parasitism." Peter deadpan, "You must be having fun feeding off my body you parasite."

 **"I'm not a parasite!"**

"Learned something new, never thought symbiosis worked that way. Look Venom isn't a parasite…"

 **"See…"** The symbiote interrupted

"Corrupted Klyntar who used their hosts as chattel those are the parasites, Venom was labeled as deranged due to its desire to form a single, strong, symbiotic bond with its host and protect them. The symbiote was then placed in a prison canister and supposedly condemned to death by disintegration."

 **"Ooo…look at the big brain on Leon. My prison crashed landed here earth and I tried to bond with one of you humans that was until I recaptured."**

Peter let a frustrated growl, "Alone with two bloodsuckers, can this day get any worse?"

"What's the difference between a good joke and a bad joke timing?" All three heads turned to see more costumed Spider-men, seven of them to be exact.

Peter smacked his head, "I give up, that it I'm done if you need me I'll be in Looney Ville."

Leon already knew whom these men were judging by their costumes, as of now seven Spider-men standing in front of them "Wow, like wow, I guess these are your different emotion."

"Emotions?" One of them said, he wore the galaxies on himself, "We are not emotions, we are real people who lost their worlds and traveled far and wide looking for our doppelganger."

"And they call me a parasite for invading."

Ignoring the symbiote, the black suit Spider-Man stared directly into Leon eyes grabbing him by the collar of the shirt, "Then we found you here. We want answers and we want them now!"

"Easy Symbiote," Cosmic said

"Don't call me that I lost everything to that white light."

"Edgy isn't he?"

"So many Peter Parkers, why so many?"

"It's just as Cosmic Spider said we lost our worlds." This Spider-Man wore a suit of gold and red

"Iron- Spider…"

"Yup, and who are you?"

The anomaly smiled widen, it was every fan's dream come true meeting certain version of your favorite hero in one place. Not only that his eyes went to each Spider-Men drinking in their costumes, he saw Sam Rami Spider-Man, Cosmic Spider-Man, Symbiote Spider-Man, Spider-Man Unlimited, Iron-Spider, Spider-Phoenix, and last but not least…MCU Spider-Man.

"You there…yeah, you with the Homecoming Tony Stark suit…"

That Peter Parker looked between his other selves, "Whose Tony Stark?"

"You're kidding right?"

"He's from the Dimension where Superman created that suit and he's a hero in training last I check." Spider-Phoenix commented, "I really have to get back to Gwen and Angelica."

"Ah…"

"Can we please get back to why there is so many of you…me…like really! Who are you, people?! Why are you all in my head?"

Before anyone could reply Leon beat them to it, "The answer why has already been answered, the answer who are they is this; they are you doppelgängers from different parts of the multiverse."

"…" Peter stared in disbelief, "I don't believe this, I don't believe this, this is a nightmare, and this has got to be a dream."

"Trust us, kid, we wish it was a dream but it's not." Symbiote spoke, "We are here to find answers you might be the key to that, but what's up with his backstory?"

Leon finally manages to break free from his captor grip, "This is going to be a long talk so why don't we all sit around the campfire singing our campfire song and roast marshmallow as edge lord said."

"Edge lord?"

* * *

On the outside May was sitting next to her nephew stroking his hair, she didn't want to be separated from him. She never thought that life of a superhero would be complicated to this extreme, she dreads what is to come in the future.

"Would you like some tea, Mrs. Parker?" The voice came from the redhead woman from earlier, May looked at the tea set in her hands, "I promise you it's not poisoned."

She nods slightly

Black Widow pulls a table close to them setting it down between them, after she grabs nearby chair then places herself in it then she begins to pour some for herself and the other woman. She gives some first to the guest.

"Thank you…"

"Your welcome."

Both women sip their tea silently. No one spoke a word until May decided to break the ice.

"Did Nick put you up to this?"

"No, I do this because I want to not because I was directed to do so from Fury." She said bluntly, "Besides I figured you need a little female to female bonding after what you are going through."

"Hmm…"

Widow looks at the young boy hooked up to the monitors, "Is he your…?"

"Yes, my only nephew and the last reminder of the two most important people we lost, years ago." May said downcast ", she remembers the news that Richard and Mary died in plane crash on a mission from S.H.E.I.L.D, "They even talked about having a little girl eventually."

Black Widow before she even began to think conversing with the Parker woman decided to look into their backstory and to her discovery found out that there was bad blood between Fury and The Parker's after an incident with Richard and Mary Parker.

Digging further she found out something very interesting but was denied access, even being Fury top right-hand woman didn't mean she had clearance for everything to know about Nick Fury.

"Mrs. Parker…"

"May, dear, please call me May"

A small smile plastered on the Russian Spy face, "Then call me Natasha, I'm sure you know the road your nephew is going to take."

"Peter will not be part of this program," May stated firmly

"But he needs to be disciplined on controlling his powers not to mention he will be targeted by different government organizations if left uncheck."

"What do you propose then?"

"Hear me out then make your decision, for both your sakes."

* * *

 **LXD: Happy new year to all of you. After five to six months I give you this update at last, apologies for the delay but I had to think over and reread this story to see where I wanted to take it not to mention working two jobs is not easy. Glad to see more people hopping aboard the story while I was away for that extended leave and leaving comments or just subscribing.**

 **For my reviewers (I'll try to get through as many as I can):**

 **IceNeo2: Thanks for the PM I'll try to slow down a bit to develop more the story**

 **insane88: Thanks for the PM Message and hopefully I'll try to update maybe once a month**

 **Twilight: Thank you, I try to keep the story interesting best I can but I will never, ever insult Peter's Character, can you please direct me to where you think I insulted his intelligence? Considering the fact that he can easily rival the likes of Bruce Banner, Reed Richards, and Tony Starks, you have to understand as well this is a self-insert OC character not as intelligent as our beloved Peter Parker, average level intelligence. I admit that I need to develop more the character than 'just here they are' type and what do you mean 'ripping off other peoples powers?' I'm curious…**

 **nekoboy13: Hah! That's what I want you to think my friend but I gonna to do something that you the readers will be like 'I see what you did there' so please don't stop reading. My username isn't levelextremedude for nothing XD**

 **BaberKhan: I should have developed the OC insert character a bit better than I should have, so let me say it again I will never, ever insult Peter's Character like that.**

 **Beast Mode92: Not a big fan of Harry Potter since I never got into it but can you suggest other third POV have strong male characters with strong female characters.**

 **PoolHero: Thanks but I am really that inconsistent? To be honest I thought I was doing a good job setting up the plot for certain times…then again I don't have beta to help me and I'm pretty much doing this solo when I get the chance**

 **I know there are way more reviews but I think that is it for the current people, please stay for more chapters in the future.**


	14. Chapter 14

**Disclaimer:** **Spider-Man and other Marvel content belong to Marvel Entertainment/Disney any other content belong to me**

* * *

 **Chapter 14: The Compromise Part 2**

"Gone! What do you mean they're gone?" The voice of Ben Parker was not one of being happy as his hands slam down on a table

"It's just as I say, Mr. Parker. They were taken last night by S.H.I.E.L.D." Ezekiel said as he turned around to face the elder man with an impassive face. He reaches for his top drawer pulling out a small golden button, "I found this at the scene of the crime. How your nephew got ahold of a locator is beyond me, what I do know and what the security video shows that your relatives are in their custody for the time being which I cannot nor will I send in a rescue party."

A low drawn out breath, Ben rubs his head, helpless was the correct word for the situation that he was in now, what more could he do except wait. Ben knew the moment his nephew decided to show them his powers was the moment things or life was going to get complicated of course he and his wife were still stunned to the core when Peter first introduced them to his abilities they even talked about whenever he wasn't home. They were scared for Peter he was the only living relative or child of his brother, he'd never forgiven himself if something would happen to him.

Look at the fight with that guy who can throw electricity what else is there? Yet, something told him that if he wasn't around something major would happen but even still your nephew from the future? Powers you had to see in order to believe yet when he revealed that he was from the future and he died at the hands of an attempted robbery that turned his blood cold, it seems that Peter suffered when he supposedly 'died' however where was his wife in the middle of this. Probably, depending on his insurance yet if he died he could only imagine what those two would have been through.

"I'm sorry Ben but there is really not much I can do."

"Yeah, thanks…" The tired old man left office down in spirits, once out of the office he took the elevator down back to the bunker. Once out he saw Cindy with a look of concern on her face while holding her arm sheepishly, the old man knew that posture well, she wondered if telling them was a good idea, "Cindy, don't beat yourself up, you did the right thing by telling us. I still wonder what Peter was up to quite frankly though I suppose with his aunt there she can straighten him out."

Cindy look unsure still nodded anyway, "I better get back to my lesson, I'll be playing catch up if I don't." She began to walk away when Ben voice stopped her

"Let me ask you something, Cindy." She paused turning slightly to face the older Parker, "Do you really want to be a hero at your age to really make a difference in the world not knowing what you are going to face along the way or would you have been better off doing something else?"

The young Asian pondered the question, where was this coming from she had no idea to be frank Peter was the one who talked her, Gwen and Mary Jane into the making a difference so she really didn't give it much thought only that he promised her that he would help control or figure what was wrong with. To be fair Peter succeed halfway with meeting with Mr. Sims when that Morlun guy attacked then explaining what her role was, "To be honest…" A pause, "I don't know how to answer that question because everything up to this point has been Peter making the decisions or persuading us to do something. While I know Peter is eager to use his powers for the good of humanity, I can't shake this feeling that he's hiding something."

"Why do you say that? Peter told the truth when he revealed himself to be from the future I mean I should know him pretty well."

"I mean no disrespect when I say this Mr. Parker but maybe you don't know him well as you think you do. I have a special connection with him since both of us were bitten by that same spider on that day of the field trip. I can sense when he tired, angry, sad, and awake." She said, "I've been practicing recently to get a read on Peter, I can't explain it since I still can't figure this totem business out nonetheless the feeling that he is still hiding something is what puzzles me." She confessed, as much as she wanted to trust Peter she felt like that he hasn't come forward with the whole truth even though he professed that he was attracted to her become an item in the near future nevertheless was that a lie or was it a motivation for something else?

This got Ben confused at what she was saying, he didn't understand how these spider abilities worked so he wasn't going to question it, he was questioning to why not give his nephew the benefit yet he was not going to push it trust is earned not given. "If that's how you feel, then I won't hold you up, go get your education kiddo."

Cindy nodded left without saying another word. Ben Parker was left to his own thoughts, he walked aimlessly until he reached the medical wing of the bunker when Ericka resides. He saw the rise and fall of her chest, he then places his arm on the window with his head following after with his eyes scanning the room. "What's your story?"

* * *

Back at medical wing of the S.H.E.I.L.D Hellicarrier, the comatose body of one Peter Parker is still sleeping. His aunt went to freshen herself up, while this is happening inside of his mind is where the activity is taking place.

Within his young mind, the 10 beings were gathered around a campfire staring into the fire that was in the center while listening to the tale of the anomaly Leon backstory, it was quite a tale. "Well, that's my story guys. Any more questions?"

"You come from a very humble beginning and well-sheltered life too. You don't like violence a lot yet you want to make a difference in life and you had a well-paying job." This came from Symbiote Peter, "You know everything about us, know who we are going to face in the future yet won't tell us how this is going down, why?"

"Ever seen back to the future?" The 8 nods, "Remember what Doc Brown said it is dangerous for one too much about the future or his destiny which is why I won't say much about it so please don't ask me."

Host Peter frowned, "That's ironic coming from you saying that you hailed from the future."

"It was either that or tell them that their 'nephew' was not their nephew and be condemned as crazy." Leon counters

"So Elektra from my universe is here." Phoenix Peter said not as a question

"Yeah, I was wondering about that. What did you do to her?"

Phoenix shrugged, "I wiped her memories clean when meeting me, she did try to kill Gwen." The other three older Peters winced

The action didn't go unnoticed by the others, it was an awkward silence for a moment.

"You three realize it wasn't your fault." The anomaly stated

"But it is…" This time it was the Peter Parker with the cape who spoke, "I had the power to stop Green Goblin and I took it for granted thinking; with these power I could have saved her, the result I killed her…"

"Yeah, I know what you mean…" Cosmic Peter spoke, "I miss her terribly."

Iron Peter leaned in on the host Peter, "What are they talking about? What happened to Gwen?"

Host Peter shrugged, "Beats me…who's Green Goblin."

Leon having a sharp hearing thanks to the quietness that ensued, "May you never find out about her fate but you will find out about the Goblin."

Another silence blanketed them as the fire crackled in the now night of the consciousnesses, the 10 stayed in silence unsure what to say next.

" **Hungry…"**

Leon and host Peter's stomachs grumbled, "Well now that we know who you are, what's it going to take for you to leave?"

Host Peter spent the last two hours learning about his doppelgängers each taking 20 minutes to introduce themselves learning about their lives in much detail as possible. Leon on the other had a very humble origin, raised in a neighborhood with loving parents sheltered, growing up in a religious home with parents from different parts of the Caribbean Islands. Personality wise, he had a serious yet quiet character, spoke when he was spoken to unless he interjected in clarifying certain aspects of his life or what he knew about anything.

"Well, we are going to wait and see what Doc Ock is going to do with your blood sample."

"What!" The others screamed

Recovering from that by cleaning his ears, he shrugged nonchalantly, "I know what I am doing so relax."

"Doctor Otto Octavius is a man not to be trifled with, I have to ask in what the hell were you thinking?!" Symbiote Peter was ready to pounce only to be held back by Cosmic

"Clones…nuff said." Was the response

"You are off your rocker!"

" **Hungry!"**

"He could find out who this world Spider-Man is and hunt him down!"

Sheepishly the young man scratched his cheeks, "Completely forgot about that since I found out that I was him temporarily."

They groaned

"So sue me, besides what's done is done we can only move forward and brace for impact."

"You can't avoid this you know!" Iron Peter stated, "This is going to come back biting him in the ass."

"It always does, since when have any us escaped the Parker luck?"

"Do me a favor…" Leon wording his sentence carefully, pointing to Cosmic, Symbiote, Unlimited, Iron, and the Sam Rami and Phoenix "Look yourselves in the mirror and tell yourselves that uncle Ben death wasn't your fault and we'll talk."

They wanted to protest but no words came out, "Touché…"

" **Hungry!"**

"Look I spared this world Peter Parker the agony of losing Uncle Ben so the guilt will not be heavy and he can a support system." Leon looked at each one of them, "I really hate this whole guilt trip; this is my fault cliché act, guys when is enough going to be enough?"

"That's a question that has been left unanswered for a while. In your world you don't have superpowers, not knowing how power corrupts individuals if you're not careful." Cosmic said

" **Hungry!"**

Leon nodded, "Your right, I don't know what's it like to have superpowers, yet powers or not we are going to turn this world upside down."

Leon was thrown back down as Venom once again manifested himself making his presence known to keep everyone on guard, **"I will not be ignored! I'm starving, I need food! If I do not get food within the next minute, I'm going to eat that spleen then your liver and then burst your appendix soon we'll see how fast the poison will travel throughout the body."**

"Umm…anyone know how to get out of here?" The others shook their heads Host Peter pulls his hair in frustration, "Well that's just great!"

"So what now?"

" **We get something to eat."** The Symbiote says keeping the anomaly down as he tries to get up

"Stop thinking about food for a moment and think about how to leave this mind-scape."

"I got a thought. We pool in our experiences or knowledge to help this world Peter Parker to be the best Spider-Man to come across the multiverse." The young adult on the ground suggested, the other Parker nodded their heads

"Sounds like a plan."

The host Parker goes over to help Leon up, "This is all your faaaaaaullllllltttt…"

The moment they touched hands a glow happened to send Peter flying back to reality, "Well that's one way for Elvis to make an exit. We salute you, bring back Rock and roll to the world." Leon mocked sniffed, "They grow up so fast." A thought occurred, "Wait a minute how did you know that your name was Venom Symbiote?"

" **This just occurred to you? A Zumphieh is a lot wiser to solve riddles."**

* * *

On the outside of the unconscious body, scientists are baffled one minute there many wavelengths of brain activity now one is highly active dominating the others.

A soft groan is let loose, May is quickly at her nephew side, "Peter…sweetie"

"Hmm…" Peter eyes opened for the first time in a while, "Where am I?" He jolted out of the bed, he looked to his right he sees his beloved Aunt, "Aunt May!"

He engulfs her in a bear hug literally crushing her ribs, "Peter…ca...can't breathe…"

"Sorry, sorry…." He said he then notices the strange place, "Aunt May where are we? In fact where is here?"

"Peter, don't you remember anything?" May asked worriedly

"No…was I supposed to?"

Before she could reply the door opened to reveal Nick Fury in all his one eye patchiness, alongside him was a young girl wearing a white costume that represents that of a Bengal Tiger. "Mr. Parker, you had us all worried there, I supposed that you alright?"

"I guess I'm feeling a little bit better than usual, why? Did something happen?" He looked quizzically between the two adults in the room

Warning bells ringing, did that seizure cause a temporary memory loss? May cupped her nephew chin staring at the milk chocolate eyes before her, that was weird didn't he have dark chocolate eyes? She opened her mouth to say something yet no words came out, she sighed took a deep breath tried again, "Peter…what was the last thing you remember?"

Peter eyes darted left, right, up, down then to the left corner, "Umm…getting ready for school for the trip after that I don't seem to recall much after that."

* * *

Back at the tower in the medical field where the Ericka was still bruised, she begins to twitch, moan at the same time groan. She is having a nightmare her head is swaying from side to side as she whispers out one word, "Spider-Man…"

 _Panting heavily as she raced across the rooftop, Erika finds herself running across, she is puzzled to why she is running and cannot stop. Up ahead she sees a person running from her limping it looks likes, she calls out to them._

" _Stop…"_

 _She pushed harder as fast as her legs can carry her, she saw that there was a major gap between buildings coming up. The figure leaped soaring in the air, while she herself is left behind watching the wounded figure climb the building, she then reaches in a pouch for binoculars._

 _Ericka saw the person made it to the top of the roof, she wondered why despite being injured that this person would they continue to push themselves to run away?_

 _It didn't matter, she unhooks a grappling hook giving it a good twirl before launching it across the gap with her gun. She scales the wall finding the figure on their knees panting._

 _She is suddenly propelled forward crashing into them. She walks up to the down person, apparently, the costume represented that of a spider due to the webbing in certain areas. Why did this look so familiar?_

 _Ericka is now on top, pinning the person down with a Sai in hand, she reaches for the mask. Why was she doing this? She has no control over her action the other hand reaches for the torn mask. It comes off to reveal…Peter!?_

 _Her eye widen in shock, she tries to say his name but suddenly she is pushed back by a fiery explosion, soon the costume changes while she struggled to get back up._

 _In a daze, she feels herself being lifted face to face with this being. She is terrified at his power as he began_ _with a wave of his hand opening a rift. The rift looked maleficent, it was dark with energy. He pushed her in as she screamed falling in the rift of darkness to consume her, then her world turns dark._

This is how she woke up screaming, with her good hand she places it on her chest. Her eyes in panic, sweat rolling down her already cold wet face. As she comes to she winces the pain from the beating she had from that guy.

She swore that man was going to pay 10 fold after she recovered that is. Her body felt so sore, any sudden movement she did cause her to jerk in pain. She huffed though it hurt, she looked around as far as she could trying not to strain herself, was she in the hospital? Where was Peter? In fact where was here?

"I see that you are awake, that is good I thought we were going to have to plan your funeral." Her head tilted to the side she sees a man in a business suit staring at her impassively in the corner, "Morlun could have killed you if he wanted to, it's a miracle that you're still alive."

"Where am I? Who are you and where's the Parker family?!" She yelled, again she winces trying to make a stand against this stranger.

"In order, you are my guest, I am treating your wounds in my medical wing, I am Ezekiel Sims Ms. Natchios and they are for the moment separated." He calmly says, "Now I would not worry about Peter or his aunt they seem to be in capable hands with a top-secret organization called S.H.E.I.L.D."

She looks at him eyes dangerously narrowed, promising pain, the older gentleman was unfazed by the threat after she still has a long road to recovery. He was no doctor but he guessed a good three to four months then she should be good as new.

"Tell me Ms. Natchios, how far are you willing to protect young Mr. Parker? At what cost?"

The young red highlighted woman thought about it for a moment before she replied, "I will do anything for him."

"Then there is something I need you to do for me if you want the job." The older man said

For some reason that excited her, call it an itch but when she heard the words something like a bubble of excitement triggered. "I'm listening."

* * *

 **LXD: Greetings just bringing you a quick update since you know the whole 5 month hiatus. I have been thinking about this story and since this is a new year I think I want to give this story a reboot and proper Spider-Man story still SI story but that depends how this story goes. I might want to post it next month since I will be working on my other Spider-Man story namely Spider-Man evolution though changing some things depending on how this story goes. I want to give up a few stories for adoption so look in my profile to see which ones are going for adoption first come first serve, pm me if interested. Anyway tell me what you think in the comments section and I'll see you in the next chapter, comment, rate, subscribe**

 **For the reviewer(s)**

 **Spiderman1fan: thanks hopefully other readers feel the same way, I know I've been gone for a while but life tends to get you worked up.**


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